Pavan Bagai Form 4 ExlService / PAVAN BAGAI 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^*

BAGAI PAVAN

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & COO

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2016

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	04/11/2016		M(1)		13,000	A	$19.76	115,270	D
Common Stock, par value $0.001 per share	04/11/2016		S(2)		13,000	D	$50.9073(3)	102,270	D
Common Stock, par value $0.001 per share	04/11/2016		M(4)		5,316	A	$24.77	107,586	D
Common Stock, par value $0.001 per share	04/11/2016		S(2)		5,316	D	$50.9073(3)	102,270	D

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	04/11/2016		M(1)			13,000	(5)	02/03/2021	Common Stock, par value $0.001 per share	13,000	$0	0	D
Employee Stock Options (right to buy)	$24.77	04/11/2016		M(4)			5,316	(6)	02/07/2022	Common Stock, par value $0.001 per share	5,316	$0	27,184	D

Explanation of Responses:

1. On April 11, 2016 the reporting person exercised previously issued options to purchase an aggregate of 13,000 shares of common stock of ExlService Holdings, Inc.

2. This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.

3. This transaction was executed in multiple trades at prices ranging from $50.68 to $51.24 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.

4. On April 11, 2016 the reporting person exercised previously issued options to purchase an aggregate of 5,316 shares of common stock of ExlService Holdings, Inc.

5. On February 3, 2011, the reporting person was granted 32,500 stock options. 10 percent of these options became vested and exercisable on 2/3/2012, an additional 20 percent became vested and exercisable on 2/3/2013, an additional 30 percent became vested and exercisable on 2/3/2014, and the balance of 40 percent became vested and exercisable on 2/3/2015.

6. On February 7, 2012, the reporting person was granted 32,500 stock options. 10 percent of these options became vested and exercisable on 2/7/2013, an additional 20 percent became vested and exercisable on 2/7/2017, an additional 30 percent became vested and exercisable on 2/7/2015, and the balance of 40 percent became vested and exercisable on February 7, 2016.

Remarks:

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

	/s/ Lazbart Oseni, Attorney-in-Fact	04/13/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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