Sec Form 4 Filing - Kapoor Rohit @ ExlService Holdings, Inc. - 2014-02-07

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 Kapoor Rohit 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) CEO & Vice Chairman (Last) (First) (Middle) 280 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2014 (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 02/07/2014 M 10,618 A 596,570 D ( 2 ) Common Stock, par value $0.001 per share 02/08/2014 M 19,423 A 615,993 D ( 2 ) Common Stock, par value $0.001 per share 333,185 I See footnote ( 4 ) Common Stock, par value $0.001 per share 177,134 I See footnote ( 5 ) Common Stock, par value $0.001 per share 84,000 I See footnote ( 6 ) Common Stock, par value $0.001 per share 84,000 I See footnote ( 7 ) Common Stock, par value $0.001 per share 250,000 I See footnote ( 8 )

Table II - Derivat ive 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 Restricted Stock $ 0 02/07/2014 M 10,618 ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 10,618 $ 0 19,994 D Restricted Stock $ 0 02/08/2014 M 19,423 ( 10 ) ( 10 ) Common Stock, par value $0.001 per share 19,423 $ 0 57,597 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kapoor Rohit 280 PARK AVENUE NEW YORK, NY10017 X CEO & Vice Chairman Signatures /s/ Lazbart Oseni, Attorney-in-Fact 02/11/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of February 7, 2014, ExlService Holdings, Inc. (the "Company") issued 10,618 shares of common stock, par value $0.001 per share, (the "Common Stock") to the reporting person upon the vesting of shares of restricted stock previously granted to the reporting person. ( 2 )Owned by Rohit Kapoor. ( 3 )As of February 8, 2014, the Company issued 19,423 shares of common stock, par value $0.001 per share, (the "Common Stock") to the reporting person upon the vesting of shares of restricted stock previously granted to the reporting person. ( 4 )Owned by Rohit Kapoor 2012 Family Trust. ( 5 )Owned by Rohit Kapoor 2005 Grantor Retained Annuity Trust. ( 6 )Owned by Rohit Kapoor Spousal Lifetime Access Trust. ( 7 )Owned by Shikha Kapoor 2005 Family Trust. ( 8 )Owned by Rohit Kapoor 2013 Grantor Retained Annuity Trust. ( 9 )10,618 shares of restricted stock vested on February 7, 2014; an additional 10,619 shares of the restricted stock will vest on February 7, 2015; and the remaining 9,375 shares of the restricted stock will vest on February 7, 2016. ( 10 )19,423 shares of restricted stock vested on February 8, 2014; an additional 19,423 shares of the restricted stock will vest on February 8, 2015; 19,424 shares will vest on February 8, 2016, and the remaining 18,750 shares of the restricted stock will vest on February 8, 2017.

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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