Sec Form 4 Filing - Kapoor Rohit @ ExlService Holdings, Inc. - 2019-02-22

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)
02/22/2019
(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 02/22/2019 A 7,501 A 240,945 D
Common Stock, par value $0.001 per share 02/23/2019 A 7,972 A 248,917 D
Common Stock, par value $0.001 per share 02/24/2019 A 9,375 A 258,292 D
Common Stock, par value $0.001 per share 40,219 I See Footnote ( 2 )
Common Stock, par value $0.001 per share 333,185 I See Footnote ( 3 )
Common Stock, par value $0.001 per share 177,134 I See Footnote ( 4 )
Common Stock, par value $0.001 per share 84,000 I See Footnote ( 5 )
Common Stock, par value $0.001 per share 84,000 I See Footnote ( 6 )
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 ) 02/22/2019 M 7,501 ( 7 ) ( 7 ) Common Stock, par value $0.001 per share 7,501 $ 0 22,504 D
Restricted Stock Units ( 1 ) 02/23/2019 M 7,972 ( 8 ) ( 8 ) Common Stock, par value $0.001 per share 7,972 $ 0 15,945 D
Restricted Stock Units ( 1 ) 02/24/2019 M 9,375 ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 9,375 $ 0 9,375 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 02/26/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units of ExlService Holdings, Inc. convert into common stock, par value $0.001 per share on a one-for-one basis.
( 2 )Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.
( 3 )Owned by the Rohit Kapoor 2012 Family Trust.
( 4 )Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT.
( 5 )Owned by the Rohit Kapoor Spousal Lifetime Access Trust.
( 6 )Owned by the Shikha Kapoor 2005 Family Trust.
( 7 )On February 22, 2018, the reporting person was granted 30,005 restricted stock units, 25 percent of the restricted stock units became vested on February 22, 2019, an additional 25 percent of the restricted stock units will vest on February 22, 2020, an additional 25 percent of the restricted stock units will vest on February 22, 2021, and the remaining balance of 7,973 shares of the restricted stock units will vest on February 22, 2021.
( 8 )On February 23, 2017, the reporting person was granted 31,889 restricted stock units, 25 percent of the restricted stock units became vested on February 23, 2018, an additional 25 percent of the restricted stock units will became vested on February 23, 2019, an additional 25 percent of the restricted stock units will vest on February 23, 2020, and the remaining balance of 7,973 shares of the restricted stock units will vest on February 23, 2021.
( 9 )On February 24, 2016, the reporting person was granted 37,500 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 24, 2017, an additional 25 percent of the restricted stock units became vested on February 24, 2018, an additional 25 percent of the restricted stock units became vested on February 24, 2019, and the remaining balance of 25 percent of the restricted stock units will vest on February 24, 2020.

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

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