SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Kalra Balkrishan (Last) (First) (Middle) C/O GENPACT LLC 1155 AVENUE OF THE AMERICAS, 4TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/14/2019	3. Issuer Name and Ticker or Trading Symbol Genpact LTD [ G ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	153,219(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	01/10/2016(2)	05/30/2023	Common Shares	145,000	$19.35	D
Employee Stock Option (Right to Buy)	01/10/2019(3)	03/31/2026	Common Shares	70,000	$27.65	D
Employee Stock Option (Right to Buy)	01/10/2020(4)	03/29/2027	Common Shares	70,000	$24.74	D
Employee Stock Option (Right to Buy)	04/02/2021(5)	04/01/2028	Common Shares	70,000	$31.5	D
Employee Stock Option (Right to Buy)	01/10/2022(6)	01/09/2029	Common Shares	432,261	$27.7	D

Explanation of Responses:

1. Includes (i) 71,913 shares underlying performance share units (PSUs) granted on March 30, 2017 and (ii) 77,263 shares underlying PSUs granted on April 2, 2018, each of which were subject to performance conditions which have been satisfied. Each PSU represents the contingent right to receive one common share. The 2017 PSU grant will vest on January 10, 2020 and the 2018 PSU grant will vest on January 10, 2021, subject to the reporting person's continued service through such date. The reporting person currently holds a total of 4,043 shares under the ESPP.

2. The option vested 50% on January 10, 2016 and 50% on January 10, 2018.

3. The option vested 50% on January 10, 2019. The remaining 50% vests on January 10, 2021.

4. The option vests 50% on January 10, 2020 and 50% on January 10, 2022.

5. The option vests 50% on April 2, 2021 and 50% on April 2, 2023.

6. The option vests 50% on January 10, 2022 and 50% on January 10, 2024.

	/s/ Heather White, as Attorney-in-fact for Balkrishan Kalra	02/25/2019
	** 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 5 (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.
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