Sec Form 4 Filing - Kapoor Rohit @ ExlService Holdings, Inc. - 2022-02-16

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) 320 PARK AVENUE, 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2022 (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 02/17/2022 M 8,850 A $ 0( 1 ) 152,720 D Common Stock, par value $0.001 per share( 2 ) 97,185 I See Footnote( 2 ) Common Stock, par value $0.001 per share 40,219 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 ( 7 ) 02/16/2022 A 25,164 ( 8 ) ( 8 ) Common Stock, par value $0.001 per share 25,164 $ 0 25,164 D Restricted Stock Units ( 1 ) 02/17/2022 M 8,850 ( 9 ) ( 9 ) Common Stock, par value $0.001 per share 8,850 $ 0 26,550 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kapoor Rohit 320 PARK AVENUE, 29TH FLOOR NEW YORK, NY10022 X CEO & Vice Chairman Signatures /s/ Lazbart Oseni, Attorney-in-Fact 02/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units of ExlService Holdings, Inc. (the "Company") convert into common stock, par value $0.001 per share (the "Common Stock") on a one-for-one basis. ( 2 )Owned by the Rohit Kapoor 2016 Family Trust. ( 3 )Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT. ( 4 )Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT. ( 5 )Owned by the Shikha Kapoor 2005 Family Trust. ( 6 )Owned by the Rohit Kapoor Spousal Lifetime Access Trust. ( 7 )Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement. ( 8 )The restricted stock units will vest in four equal annual installments, beginning on February 16, 2023. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan). ( 9 )On February 17, 2021, the reporting person was granted 35,400 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 17, 2022, an additional twenty-five percent of the restricted stock units will vest on February 17, 2023, an additional twenty-five percent of the restricted stock units will vest on February 17, 2024; and the remaining balance of twenty-five percent of the restricted stock units will vest on February 17, 2025

Remarks: Note: On February 16, 2022 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.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).

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