Sec Form 4 Filing - Kapoor Rohit @ ExlService Holdings, Inc. - 2015-04-29

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) 04/29/2015 (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 04/02/2015 G V 137 D $ 0 412,218 ( 1 ) D ( 2 ) Common Stock, par value $0.001 per share 126,183 ( 3 ) I See Footnote ( 4 ) Common Stock, par value $0.001 per share 333,185 I See Footnote ( 5 ) Common Stock, par value $0.001 per share 177,134 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 84,000 I See Footnote ( 8 )

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 ( 9 ) 04/29/2015 A 100,000 ( 10 ) 04/29/2025 Common Stock, par value $0.001 per share 100,000 $ 0 100,000 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 05/01/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 123,817 shares previously owned indirectly through the Rohit Kapoor 2013 Grantor Retained Annuity Trust which were distributed to the reporting person on March 11, 2015 and are now owned directly and which, as a mere change in beneficial ownership, was not required to be reported. ( 2 )Owned by Rohit Kapoor. ( 3 )Excludes 123,817 shares previously owned indirectly through the Rohit Kapoor 2013 Grantor Retained Annuity Trust which were distributed to the reporting person on March 11, 2015 and are now owned directly and which, as a mere change in beneficial ownership, was not required to be reported. ( 4 )Owned by the Rohit Kapoor 2013 Grantor Retained Annuity Trust. ( 5 )Owned by the Rohit Kapoor 2012 Family Trust. ( 6 )Owned by the Rohit Kapoor 2005 Grantor Retained Annuity Trust. ( 7 )Owned by the Rohit Kapoor Spousal Lifetime Access Trust. ( 8 )Owned by the Shikha Kapoor 2005 Family Trust. ( 9 )Each restricted stock unit ("RSU") represents a contingent right to receive shares of the Company's common stock upon settlement as described in footnote 10 below. ( 10 )The RSUs will vest, if at all, on December 31, 2017, and will be earned as follows: 200% of the RSUs if the average fair market value of the Company's common stock over the 60 calendar days immediately preceding such date (the "Company's Average Stock Price") is equal to $50.00 or more; 100% if the Company's Average Stock Price is equal to $37.50; or 0% if the Company's Average Stock Price is equal to less than $37.50; provided, however, that the percentage of RSUs earned will be determined based on a straight-line interpolation to the extent the Company's Average Stock Price falls between $37.50 and $50.00 on the vesting date. Vesting of some or all of the RSUs may be accelerated upon or in connection with the occurrence of a "Change in Control" as such term is defined in the agreement governing the grant of the RSUs.

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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