X0306 4 2017-02-13 0 0001297989 ExlService Holdings, Inc. EXLS 0001465521 Chhibbar Vishal 280 PARK AVENUE NEW YORK NY 10017 0 1 0 0 EVP & CFO Common Stock, par value $0.001 per share 2017-02-13 4 M 0 2100 A 14982 D Common Stock, par value $0.001 per share 2017-02-13 4 F 0 866 46.19 D 14116 D Common Stock, par value $0.001 per share 2017-02-13 4 M 0 376 A 14492 D Common Stock, par value $0.001 per share 2017-02-13 4 F 0 155 46.19 D 14337 D Restricted Stock Units 2017-02-13 4 M 0 2100 0 D Common Stock, par value $0.001 per share 2100 2800 D Restricted Stock Units 2017-02-13 4 M 0 376 0 D Common Stock, par value $0.001 per share 376 0 D Restricted stock units of ExlService Holdings, Inc. (the "Company") convert into common stock, par value $0.001 per share (the "Common Stock") on a one-for-one basis. The reporting person's restricted stock units reported in this report vested on February 13, 2017. Pursuant to the Company's 2006 Omnibus Award Plan, pursuant to which such restricted stock units were granted, the average of the high and low sale prices of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding. On February 13, 2014, the reporting person was granted 7,000 restricted stock units, 10 percent of the restricted stock units became vested on February 13, 2015; an additional 20 percent of the restricted stock units became vested on February 13, 2016; an additional 30 percent of the restricted stock units became vested on February 13, 2017; and the remaining balance of 2,800 shares of the restricted stock units will vest on February 13, 2018. On February 13, 2014, the reporting person was granted 1,125 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 374 restricted stock units became vested on February 13, 2015, an additional 375 restricted stock units became vested on February 13, 2016, and the remaining balance of 376 restricted stock units became vested on February 13, 2017. Mr. Oseni is the Company's Head of Administration and Accounts. /s/ Lazbart Oseni, Attorney-in-Fact 2017-02-15