Sec Form 3 Filing - Rai Ankor @ ExlService Holdings, Inc. - 2021-10-05

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 Rai Ankor 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, Chief Digital Officer (Last) (First) (Middle) 320 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2021 (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 0 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 12,181 D Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock, par value $0.001 per share 3,840 D Restricted Stock Units $ 0 ( 3 ) ( 3 ) Common Stock, par value $0.001 per share 2,520 D Restricted Stock Units $ 0 ( 4 ) ( 4 ) Common Stock, par value $0.001 per share 9,133 D Restricted Stock Units $ 0 ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 1,343 D Restricted Stock Units $ 0 ( 6 ) ( 6 ) Common Stock, par value $0.001 per share 537 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rai Ankor 320 PARK AVENUE NEW YORK, NY10022 EVP, Chief Digital Officer Signatures /s/ Lazbart Oseni, Attorney-in-Fact 10/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 1, 2021, the reporting person was granted 12,181 restricted stock units. The restricted stock units will vest in two installments, one-third on the second anniversary of the grant date, and two-thirds on the third anniversary of the grant date. ( 2 )On February 17, 2021, the reporting person was granted 3,840 restricted stock units, twenty-five percent of the restricted stock units will vest 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. On February 17, 2021, 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 19, 2020, the reporting person was granted 3,360 restricted stock units, twenty-five percent of the restricted stock units became vested February 19, 2021 an additional twenty-five percent of the restricted stock units will vest on February 19, 2022, an additional twenty-five percent of the restricted stock units will vest on February 19, 2023, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 19, 2024. On February 19, 2020, 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 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. ( 5 )On February 20, 2019, the reporting person was granted 2,685 restricted stock units, twenty five percent of the restricted stock units became vested on February 20, 2020, an additional twenty five percent of the restricted stock units became vested 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. ( 6 )On February 22, 2018, the reporting person was granted 2,145 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 became vested February 22, 2020, an additional twenty-five percent of the restricted stock units became vested 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.

Remarks: Remarks: Mr. Oseni is the Company's Head of Administration and AccountsExhibit ListExhibit 24.1: Power of Attorney

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