ExlService (EXLS) Form 4 ExlService / Rohit Kapoor ownership change

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)

320 PARK AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10022

(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)
02/20/2022

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	02/20/2022		M		7,227	A	$0(1)	159,947	D(2)
Common Stock, par value $0.001 per share	02/20/2022		M		5,880	A	$0(1)	165,827	D(2)
Common Stock, par value $0.001 per share(3)								97,185	I	See Footnote(3)
Common Stock, par value $0.001 per share								40,219	I	See Footnote(4)
Common Stock, par value $0.001 per share								177,134	I	See Footnote(5)
Common Stock, par value $0.001 per share								84,000	I	See Footnote(6)
Common Stock, par value $0.001 per share								84,000	I	See Footnote(7)

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
Common Stock, par value $0.001 per share	(1)	02/20/2022		M			7,227	(8)	(8)	Common Stock, par value $0.001 per share	7,227	$0	7,227	D
Restricted Stock Units	(1)	02/20/2022		M			5,850	(9)	(9)	Common Stock, par value $0.001 per share	5,850	$0	11,700	D

Explanation of Responses:

1. 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.

2. Owned by Rohit Kapoor.

3. Owned by the Rohit Kapoor 2016 Family Trust.

4. Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.

5. Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT.

6. Owned by the Shikha Kapoor 2005 Family Trust.

7. Owned by the Rohit Kapoor Spousal Lifetime Access Trust.

8. On February 20, 2019, the reporting person was granted 28,910 restricted stock units, vesting in four annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 20, 2020, an additional twenty-five percent of the restricted stock units became vested on February 20, 2021, an additional twenty-five percent of the restricted stock units became vested on February 20, 2022; and the remaining balance of twenty-five percent of the restricted stock units will vest on February 20, 2023

9. On February 20, 2020, the reporting person was granted 23,520 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. 25 percent of the restricted stock units became vested on February 20, 2021, an additional 25 percent of the restricted stock units became vested on February 20, 2022, an additional 25 percent of the restricted stock units will vest on February 20, 2023, and the remaining balance of 25 of the restricted stock units will vest on February 20, 2024.

Remarks:

Mr. Oseni is the Company's Head of Administration and Accounts.

	/s/ Lazbart Oseni, Attorney-in-Fact	02/23/2022
	** Signature of Reporting Person	Date
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