Sec Form 4 Filing - Bhatia Mohit @ Genpact LTD - 2013-11-19

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 Bhatia Mohit 2. Issuer Name and Ticker or Trading Symbol Genpact LTD [ G] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O GENPACT LLC, 105 MADISON AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2013 (Street) NEW YORK, NY10016 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 Shares 11/19/2013 M 20,421 A $ 14.3235 ( 1 ) 62,006 D Common Shares 11/19/2013 S 20,421 D $ 18.0616 ( 2 ) 41,585 D Common Shares 11/19/2013 M 25,000 A $ 3.0357 66,585 D Common Shares 11/19/2013 S 25,000 D $ 18.0616 ( 2 ) 41,585 D Common Shares 11/19/2013 M 102,615 A $ 14.2182 ( 1 ) 144,200 D Common Shares 11/19/2013 S 102,615 D $ 18.0616 ( 2 ) 41,585 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 Dat e (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) $ 14.3235 ( 1 ) 11/19/2013 M 20,421 ( 3 ) 03/12/2020 Common Shares 20,421 $ 0 6,807 ( 4 ) D Employee Stock Option (Right to Buy) $ 3.0357 11/19/2013 M 25,000 ( 5 ) 07/26/2015 Common Shares 25,000 $ 0 0 D Employee Stock Options (Right to Buy) $ 14.2182 ( 1 ) 11/19/2013 M 102,615 ( 6 ) 04/20/2017 Common Shares 102,615 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bhatia Mohit C/O GENPACT LLC 105 MADISON AVENUE, 2ND FLOOR NEW YORK, NY10016 Chief Financial Officer Signatures /s/ Heather White, as Attorney-in-fact for Mohit Bhatia 11/21/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercise price reflects an adjustment that was made to preserve the value of the Reporting Person's outstanding stock options following the special cash dividend paid by Genpact Limited on September 24, 2012 to holders of record as of September 10, 2012. ( 2 )The price in column 4 is a weighted average price. The actual sale prices for these transactions ranged from $18.0500 to $18.1500. The Reporting Person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range. ( 3 )The option vests as to 25% upon each anniversary of February 1, 2010. ( 4 )The number of derivative securities beneficially owned reflects an adjustment that was made to preserve the value of the Reporting Person's outstanding stock options following the special cash dividend paid by Genpact Limited on September 24, 2012 to holders of record as of September 10, 2012. ( 5 )The option vested over a five-year period commencing January 1, 2005. ( 6 )The option vested 33.33% on December 31, 2010, 33.33% on December 31, 2011 and 33.34% on December 31, 2012.

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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