Sec Form 4 Filing - Talwar Vikram @ ExlService Holdings, Inc. - 2012-04-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Talwar Vikram 2. Issuer Name and Ticker or Trading Symbol ExlService Holdings, Inc. [ EXLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) 280 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/24/2012 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 04/24/2012 M( 1 ) 36,734 A $ 8.75 74,234 D ( 2 ) Common Stock, par value $0.001 per share 04/24/2012 S( 3 ) 36,734 D $ 27.7808 ( 4 ) 37,500 D ( 2 ) Common Stock, par value $0.001 per share 04/25/2012 M( 5 ) 53,081 A $ 8.75 90,581 D ( 2 ) Common Stock, par value $0.001 per share 04/25/2012 S( 3 ) 53,081 D $ 27.7692 ( 6 ) 37,500 D ( 2 ) Common Stock, par value $0.001 per share 04/25/2012 M( 5 ) 149,871 A $ 16.96 187,371 D ( 2 ) Common Stock, par value $0.001 per share 04/25/2012 S( 3 ) 149,871 D $ 27.7692 ( 6 ) 37,500 D ( 2 ) Common Stock, par value $0.001 per share 04/26/2012 M( 7 ) 129 A $ 16.96 37,629 D ( 2 ) Common Stock, par value $0.001 per share 04/26/2012 S( 3 ) 129 D $ 27.8 37,500 D ( 2 ) Common Stock, par value $0.001 per share 603,880 I See footnote ( 8 ) Common Stock, par value $0.001 per share 130,223 I See Footnote ( 9 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Options (right to buy) $ 8.75 04/24/2012 M( 1 ) 36,734 ( 10 ) 02/10/2019 Common Stock, par value $0.001 per share 36,734 $ 0 102,181 ( 11 ) D Employee Stock Options (right to buy) $ 8.75 04/25/2012 M( 5 ) 53,081 ( 12 ) 02/10/2019 Common Stock, par value $0.001 per share 53,081 $ 0 49,100 D Employee Stock Options (right to buy) $ 16.96 04/25/2012 M( 5 ) 149,871 ( 13 ) 01/23/2018 Common Stock, par value $0.001 per share 149,871 $ 0 129 D Employee Stock Options (right to buy) $ 16.96 04/26/2012 M( 7 ) 129 ( 14 ) 01/23/2018 Common Stock, par value $0.001 per share 129 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Talwar Vikram 280 PARK AVENUE NEW YORK, NY10017 X Chairman Signatures /s/ Lazbart Oseni, Attorney-in-Fact 04/26/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 24, 2012, the reporting person exercised previously issued options to purchase an aggregate of 36,734 shares of common stock of ExlService Holdings, Inc. ( 2 )Owned by Vikram Talwar. ( 3 )This sale was made pursuant to a 10b5-1 plan previously entered into by the Talwar 1994 Trust (the "Trust" ). ( 4 )This transaction was executed in multiple trades at prices ranging from $27.75 to $27.885 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 5 )On April 25, 2012, the reporting person exercised previously issued options to purchase an aggregate of 202,952 shares of common stock of ExlService Holdings, Inc. ( 6 )This transaction was executed in multiple trades at prices ranging from $27.75 to $27.95 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 7 )On April 26, 2012, the reporting person exercised previously issued options to purchase an aggregate of 129 shares of common stock of ExlService Holdings, Inc ( 8 )Owned by the Trust. ( 9 )Owned by the Vikram Talwar 2009 Grantor Retained Annuity Trust. ( 10 )53,081 shares of these options are vested and exercisable, and the balance of 49,100 options will vest on February 10, 2013. ( 11 )Reflects an adjustment to shares previously reported on April 23, 2012. ( 12 )49,100 options will vest and become exercisable on February 10, 2013. ( 13 )129 of these options are currently vested and exercisable. ( 14 )The options vested in multiple installments, with the final installment vesting on January 23, 2012.

Remarks: Mr. Oseni is the Company's Head of Administration and Accounts.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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