SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kapoor Rohit

(Last) (First) (Middle)
280 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/13/2015 G V 450 D $0 247,732 D(1)
Common Stock, par value $0.001 per share 05/14/2015 G V 300 D $0 247,432 D(1)
Common Stock, par value $0.001 per share 02/02/2016 M(2) 500 A $11.875 247,932 D(1)
Common Stock, par value $0.001 per share 02/02/2016 S(3) 500 D $44.9 247,432 D(1)
Common Stock, par value $0.001 per share 40,219 I See Footnote(4)
Common Stock, par value $0.001 per share 333,185 I See Footnote(5)
Common Stock, par value $0.001 per share 177,134 I See Footnote(6)
Common Stock, par value $0.001 per share 84,000 I See Footnote(7)
Common Stock, par value $0.001 per share 84,000 I See Footnote(8)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Options (right to buy) $11.875 02/02/2016 M(2) 500 (9) 07/26/2016 Common Stock, par value $0.001 per share 500 $0 149,500 D
Explanation of Responses:
1. Owned by Rohit Kapoor.
2. On February 2, 2016 the reporting person exercised previously issued options to purchase an aggregate of 500 shares of common stock of ExlService Holdings, Inc.
3. This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.
4. Owned by the Rohit Kapoor 2013 Grantor Retained Annuity Trust.
5. Owned by the Rohit Kapoor 2012 Family Trust.
6. Owned by the Rohit Kapoor 2005 Grantor Retained Annuity Trust.
7. Owned by the Rohit Kapoor Spousal Lifetime Access Trust.
8. Owned by the Shikha Kapoor 2005 Family Trust.
9. 149,500 of these options were fully vested and exercisable.
Remarks:
Mr. Oseni is the Company's Head of Administration and Accounts
/s/ Lazbart Oseni, Attorney-in-Fact 02/04/2016
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.