Sec Form 4 Filing - Kapoor Rohit @ ExlService Holdings, Inc. - 2016-03-21

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
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)
03/21/2016
(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 03/21/2016 M( 1 ) 3,569 A $ 11.875 299,754 D ( 3 )
Common Stock, par value $0.001 per share 03/21/2016 S( 2 ) 3,569 D $ 49.5 296,185 D ( 3 )
Common Stock, par value $0.001 per share 40,219 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 Foo tnote ( 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
Employee Stock Options (right to buy) $ 11.875 03/21/2016 M( 1 ) 3,569 ( 9 ) 07/26/2016 Common Stock, par value $0.001 per share 3,569 $ 0 0 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 03/23/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 21, 2016 the reporting person exercised previously issued options to purchase an aggregate of 3,569 shares of common stock of ExlService Holdings, Inc.
( 2 )This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.
( 3 )Owned by Rohit Kapoor.
( 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 )On July 27, 2006, the reporting person was granted 150,000 stock options, vesting in four equal installments. 37,500 of the stock options became vested and exercisable on November 15, 2006, an additional 37,500 of the stock options became vested and exercisable on November 15, 2007, an additional 37,500 of the stock options became vested and exercisable on November 15, 2008, and the remaining balance i/n/o 37,500 became vested and exercisable on November 15, 2009.

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).
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