Sec Form 3 Filing - Jetley Vivek @ ExlService Holdings, Inc. - 2020-01-01

FORM 3 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 Jetley Vivek 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 and Head of Analytics (Last) (First) (Middle) 320 PARK AVENUE, 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2020 (Street) NEW YORK, NY10022 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 33,633 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 $ 0 ( 1 ) ( 1 ) Common Stock, par value $0.001 per share 875 D Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock, par value $0.001 per share 1,875 D Restricted Stock Units $ 0 ( 3 ) ( 3 ) Common Stock, par value $0.001 per share 1,770 D Restricted Stock Units $ 0 ( 4 ) ( 4 ) Common Stock, par value $0.001 per share 2,890 D Restricted Stock Units $ 0 ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 9,133 D Employee Stock Options (right to buy) $ 19.76 ( 6 ) ( 6 ) Common Stock, par value $0.001 per share 6,320 D Employee Stock Options (right to buy) $ 24.77 ( 7 ) ( 7 ) Common Stock, par value $0.001 per share 6,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jetley Vivek 320 PARK AVENUE, 29TH FLOOR NEW YORK, NY10022 EVP and Head of Analytics Signatures /s/ Lazbart Oseni, Attorney-in-Fact 01/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 24, 2016, the reporting person was granted 3,500 restricted stock units, twenty-five percent of the restricted stock units became vested on February 24, 2017, an additional twenty-five percent of the restricted stock units became vested on February 24, 2018, an additional twenty-five percent of the restricted stock units became vested on February 24, 2019, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 24, 2020. ( 2 )On February 23, 2017, the reporting person was granted 3,750 restricted stock units, twenty-five percent of the restricted stock units became vested on February 23, 2018, an additional twenty-five percent of the restricted stock units became vested on February 23, 2019, an additional twenty-five percent of the restricted stock units will vest on February 23, 2020, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 23, 2021. On February 23, 2017, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report. ( 3 )On February 22, 2018, the reporting person was granted 2,360 restricted stock units, twenty-five percent of the restricted stock units became vested on February 22, 2019, an additional twenty-five percent of the restricted stock units will vest on February 22, 2020, an additional twenty-five percent of the restricted stock units will vest on February 22, 2021, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 22, 2022. On February 22, 2018, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report. ( 4 )On February 20, 2019, the reporting person was granted 2,890 restricted stock units, twenty-five percent of the restricted stock units will vest on February 20, 2020, an additional twenty-five percent of the restricted stock units will vest on February 20, 2021, an additional twenty-five percent of the restricted stock units will vest on February 20, 2022, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 20, 2023. On February 20, 2019, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report. ( 5 )On October 22, 2019, the reporting person was granted 9,133 restricted stock units, fifty percent of the restricted stock units will vest on October 22, 2021, and the remaining balance of fifty percent of the restricted stock units will vest on October 22, 2022. ( 6 )On February 3, 2011, the reporting person was granted 8,320 stock options, ten percent of these options became vested and exercisable on February 3, 2012, an additional twenty percent of these options became vested and exercisable on February 3, 2013, an additional thirty percent of these options became vested and exercisable on February 3, 2014, and the balance of forty percent of these options became vested and exercisable on February 3, 2015. ( 7 )On February 7, 2012, the reporting person was granted 6,500 stock options, ten percent of these options became vested and exercisable on February 7, 2013, an additional twenty percent became vested and exercisable on February 7, 2014, an additional thirty percent became vested and exercisable on February 7, 2015, and the balance of forty percent became vested and exercisable on February 7, 2016.

Remarks: Mr. Oseni is the Company's Head of Administration and Accounts. Exhibit List - Exhibit 24.1: Power of Attorney

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