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)
10/10/2017
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 10/10/2017 M(1) 15,358 A $19.76 188,044 D(2)
Common Stock, par value $0.001 per share 10/10/2017 S(3) 15,358 D $59.61(4) 172,686 D(2)
Common Stock, par value $0.001 per share 40,219 I See footnote(5)
Common Stock, par value $0.001 per share 333,185 I See footnote(6)
Common Stock, par value $0.001 per share 177,134 I See footnote(7)
Common Stock, par value $0.001 per share 84,000 I See footnote(8)
Common Stock, par value $0.001 per share 84,000 I See footnote(9)
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) $19.76 10/10/2017 M(1) 15,358 (10) 02/03/2021 Common Stock, par value $0.001 per share 15,358 $0 32,142 D
Explanation of Responses:
1. On October 10, 2017 the reporting person exercised previously issued options to purchase an aggregate of 15,358 shares of common stock of ExlService Holdings, Inc.
2. Owned by Rohit Kapoor.
3. This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.
4. This transaction was executed in multiple trades at prices ranging from $59.60 to $59.71 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
5. Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.
6. Owned by the Rohit Kapoor 2016 Family Trust.
7. Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT.
8. Owned by the Rohit Kapoor Spousal Lifetime Access Trust.
9. Owned by the Shikha Kapoor 2005 Family Trust.
10. On February 3, 2011, the reporting person was granted 97, 500 stock options. 25 percent of these options became vested and exercisable on February 3, 2012, an additional 25 percent became vested and exercisable on February 3, 2013, an additional 25 percent became vested and exercisable on February 3, 2014, and the balance of 25 percent became vested and exercisable on February 3, 2015.
Remarks:
Mr. Oseni is the Company's Head of Administration and Accounts.
/s/ Lazbart Oseni, Attorney-in-Fact 10/12/2017
** 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.