eh1300152_13ga2-exl.htm

OHCP MGP, LLC

/s/ John R. Monsky

Name: John R. Monsky

Title: Vice President

0000950142-13-000224.txt : 20130208 0000950142-13-000224.hdr.sgml : 20130208 20130208085951 ACCESSION NUMBER: 0000950142-13-000224 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 GROUP MEMBERS: OAK HILL CAPITAL MANAGEMENT PARTNERS L.P. GROUP MEMBERS: OAK HILL CAPITAL PARTNERS L.P. GROUP MEMBERS: OHCP GENPAR L.P. GROUP MEMBERS: OHCP MGP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ExlService Holdings, Inc. CENTRAL INDEX KEY: 0001297989 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 820572194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82404 FILM NUMBER: 13584832 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: X1 ZIP: 10017 BUSINESS PHONE: (212) 872-1415 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: X1 ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAK HILL CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001077774 IRS NUMBER: 223624482 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 201 MAIN STREET SUITE 1018 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908500 MAIL ADDRESS: STREET 1: KEYSTONE INC STREET 2: 201 MAIN STREET SUITE 1018 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13G/A 1 eh1300152_13ga2-exl.htm AMENDMENT NO. 2 eh1300152_13ga2-exl.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ExlService Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

302081104

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[_] Rule 13d-1(c)

[X] Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 302081104

SCHEDULE 13G

Page 2 of 9 Pages

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oak Hill Capital Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 302081104

SCHEDULE 13G

Page 3 of 9 Pages

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oak Hill Capital Management Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 302081104

SCHEDULE 13G

Page 4 of 9 Pages

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OHCP GenPar, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON PN

CUSIP No. 302081104

SCHEDULE 13G

Page 5 of 9 Pages

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OHCP MGP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON OO

CUSIP No. 302081104

SCHEDULE 13G

Page 6 of 9 Pages

Item 1(a).

Name of Issuer:

ExlService Holdings, Inc.

Item1(b).

Address of Issuer’s Principal Executive Offices:

280 Park Avenue

New York, New York 10017

Item 2(a).

Name of Persons Filing:

Oak Hill Capital Partners, L.P. (“OHCP”);

Oak Hill Capital Management Partners, L.P. (“OHCMP”);

OHCP GenPar, L.P. (“OHCP GenPar”); and

OHCP MGP, LLC (“OHCP MGP” and together with OHCP, OHCMP and OHCP GenPar, the “Reporting Persons”).

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

Item 2(b).

Address of Principal Business Office or, if none, Residence of each Reporting Person:

201 Main Street

Suite 1018

Fort Worth, TX 76102

Item 2(c).

Citizenship:

OHCP - Delaware

OHCMP - Delaware

OHCP GenPar - Delaware

OHCP MGP - Delaware

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share (the “Common Stock”)

Item 2(e).

CUSIP Number:

302081104

CUSIP No. 302081104

SCHEDULE 13G

Page 7 of 9 Pages

Item 3.

This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c).

Item 4.

Ownership

OHCP

OHCP beneficially owns an aggregate of 0 shares of Common Stock.

OHCMP

OHCMP beneficially owns an aggregate of 0 shares of Common Stock.

OHCP GenPar

OHCP GenPar is the sole general partner of both OHCP and OHCMP. As the sole general partner of OHCP and OHCMP, OHCP GenPar beneficially owns an aggregate of 0 shares of Common Stock.

OHCP MGP

OHCP MGP is the sole general partner of OHCP GenPar. As the sole general partner of OHCP GenPar, OHCP MGP may be deemed to beneficially own an aggregate of 0 shares of Common Stock.

CUSIP No. 302081104

SCHEDULE 13G

Page 8 of 9 Pages

Item 5.

Ownership of Five Percent or Less of a Class.

Each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the Common Stock.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications.

Not Applicable

CUSIP No. 302081104

SCHEDULE 13G

Page 9 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 6, 2013

OAK HILL CAPITAL PARTNERS, L.P.

By:	OHCP GenPar, L.P., its General Partner

	By:	OHCP MGP, LLC, its General Partner

	By:	/s/ John R. Monsky
		Name: John R. Monsky
		Title: Vice President

OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.

By:	OHCP GenPar, L.P., its General Partner

	By:	OHCP MGP, LLC, its General Partner

	By:	/s/ John R. Monsky
		Name: John R. Monsky
		Title: Vice President

OHCP GENPAR, L.P.

By:	OHCP MGP, LLC, its General Partner

	By:	/s/ John R. Monsky
		Name: John R. Monsky
		Title: Vice President

EX-99.1 2 eh1300152_ex9901.htm EXHIBIT 99.1 eh1300152_ex9901.htm

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of ExlService Holdings, Inc.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 6, 2013.

OAK HILL CAPITAL PARTNERS, L.P.

By:	OHCP GenPar, L.P., its General Partner

	By:	OHCP MGP, LLC, its General Partner

	By:	/s/ John R. Monsky
		Name: John R. Monsky
		Title: Vice President

OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.

By:	OHCP GenPar, L.P., its General Partner

	By:	OHCP MGP, LLC, its General Partner

	By:	/s/ John R. Monsky
		Name: John R. Monsky
		Title: Vice President

OHCP GENPAR, L.P.

By:	OHCP MGP, LLC, its General Partner

	By:	/s/ John R. Monsky
		Name: John R. Monsky
		Title: Vice President