Sec Form 4 Filing - Bhalla Vikas @ ExlService Holdings, Inc. - 2015-02-08

Insider filing report for Changes in Beneficial Ownership
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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
Bhalla Vikas
2. Issuer Name and Ticker or Trading Symbol
ExlService Holdings, Inc. [ EXLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Head of Outsourcing.
(Last) (First) (Middle)
280 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2015
(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 02/08/2015 M 1,600 A 3,457 D
Common Stock, par value $0.001 per share 02/08/2015 M 230 A 3,687 D
Common Stock, par value $0.001 per share 02/08/2015 F 623 D $ 31.3 ( 2 ) 3,064 D
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
Restricted Stock Units ( 1 ) 02/08/2015 M 1,600 ( 3 ) ( 3 ) Common Stock, par value $0.001 per share 1,600 $ 0 5,600 D
Restricted Stock Units ( 1 ) 02/08/2015 M 230 ( 4 ) ( 4 ) Common Stock, par value $0.001 per share 230 $ 0 231 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bhalla Vikas
280 PARK AVENUE
NEW YORK, NY10017
EVP & Head of Outsourcing.
Signatures
/s/ Lazbart Oseni, Attorney-in-Fact 02/11/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units of ExlService Holdings, Inc. (the "Company") convert into common stock, par value $0.001 per share (the "Common Stock") on a one-for-one basis.
( 2 )The reporting person's restricted stock units reported in this report vested on February 7, 2015. Pursuant to the Company's 2006 Omnibus Award Plan, pursuant to which such restricted stock units were granted, the average of the high and low sale prices of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.
( 3 )1,600 shares of restricted stock units became vested on February 8, 2015; an additional 2,400 shares of the restricted stock units will vest on February 8, 2016; and the remaining balance i/n/o 3,200 shares of the restricted stock units will vest on February 8, 2017.
( 4 )230 shares of restricted stock units became vested on February 8, 2015, and the remaining balance i/n/o 231 shares of restricted stock units will vest on February 8, 2016

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

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* 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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