Sec Form 4 Filing - OHCP GenPar (Bermuda), L.P. @ Genpact LTD - 2012-10-25

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 OHCP GenPar (Bermuda), L.P. 2. Issuer Name and Ticker or Trading Symbol Genpact LTD [ G] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Notes (1) and (2) (Last) (First) (Middle) 201 MAIN STREET, SUITE 3100, 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2012 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Shares 10/25/2012 S 7,741,044 ( 3 ) D $ 14.76 2,493,337 I By Oak Hill Capital Partners (Bermuda), L.P. ( 1 ) ( 2 ) Common Shares 10/25/2012 S 198,488 ( 3 ) D $ 14.76 63,932 I By Oak Hill Capital Management Partners (Bermuda), L.P. ( 1 ) ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OHCP GenPar (Bermuda), L.P. 201 MAIN STREET, SUITE 3100 FORT WORTH, TX76102 See Notes (1) and (2) OHCP MGP (BERMUDA), LTD. 65 EAST 55TH STREET 36TH FLOOR NEW YORK, NY10022 See Notes (1) and (2) OHCP MGP PARTNERS (BERMUDA), L.P. 201 MAIN STREET SUITE 3100 FORT WORTH, TX76102 See Notes (1) and (2) OHCP SLP (BERMUDA), LTD. 201 MAIN STREET SUITE 3100 FORT WORTH, TX76102 See Notes (1) and (2) Signatures /s/ John R. Monsky, Officer (4) 10/25/2012 Signature of Reporting Person Date /s/ John R. Monsky, Officer (4) 10/25/2012 Signature of Reporting Person Date /s/ John R. Monsky, Officer (4) 10/25/2012 Signature of Reporting Person Date /s/ John R. Monsky, Officer (5) 10/25/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )OHCP GenPar (Bermuda), L.P. ("GenPar") is the general partner of Oak Hill Capital Partners (Bermuda), L.P. ("OHCP") and Oak Hill Capital Management Partners (Bermuda), L.P. ("OHCMP"). OHCP MGP Partners (Bermuda), L.P. ("MGP Partners") is the general partner of GenPar. OHCP MGP (Bermuda), Ltd. ("OHCP MGP") is the general partner of MGP Partners. OHCP SLP (Bermuda), Ltd. ("SLP") exercises voting and dispositive control over the shares held by OHCP and OHCMP. ( 2 )Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), GenPar, MGP Partners, OHCP MGP and SLP may be deemed to be beneficial owners of the securities owned by OHCP and OHCMP only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of OHCP and OHCMP. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that GenPar, MGP Partners, OHCP MGP or SLP is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by OHCP or OHCMP in excess of such amount. ( 3 )The common shares of Genpact Limited reported disposed on this Form 4 were sold in a private sale pursuant to a share purchase agreement dated as of August 1, 2012, as amended.

Remarks: (4) By OHCP MGP, on its behalf and separately as general partner of MGP Partners and on behalf of MGP Partners as general partner of GenPar. (5) By SLP.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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