Vishal Chhibbar Form 4 ExlService / Vishal Chhibbar 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^*

Chhibbar Vishal

(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)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2016

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	02/07/2016		M		1,700	A	(1)	8,523	D
Common Stock, par value $0.001 per share	02/07/2016		F		589	D	$44.49(2)	7,934	D
Common Stock, par value $0.001 per share	02/08/2016		M		3,600	A	(1)	11,534	D
Common Stock, par value $0.001 per share	02/08/2016		F		1,246	D	$44.49(3)	10,288	D
Common Stock, par value $0.001 per share	02/08/2016		M		297	A	(1)	10,585	D
Common Stock, par value $0.001 per share	02/08/2016		F		103	D	$44.49(3)	10,482	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
Restricted Stock Units	(1)	02/07/2016		M			1,700	(4)	(4)	Common Stock, par value $0.001 per share	1,700	$0	0	D
Restricted Stock Units	(1)	02/08/2016		M			3,600	(5)	(5)	Common Stock, par value $0.001 per share	3,600	$0	4,800	D
Restricted Stock Units	(1)	02/08/2016		M			297	(6)	(6)	Common Stock, par value $0.001 per share	297	$0	0	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. The reporting person's restricted stock units reported in this report vested on February 7, 2016. Pursuant to the Company's 2006 Omnibus Award Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.

3. The reporting person's restricted stock units reported in this report vested on February 8, 2016. Pursuant to the Company's 2006 Omnibus Award Plan, pursuant to which such restricted stock units were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for purposes of computing tax reporting and withholding.

4. On February 7, 2012, the reporting person was granted 4,250 restricted stock units, 10 percent of the restricted stock units became vested on February 7, 2013; an additional 20 percent of the restricted stock units became vested on February 7, 2014; an additional 30 percent of the restricted stock units became vested on February 7, 2015; and the remaining balance i/n/o 1,700 shares of the restricted stock units became vested on February 7, 2016.

5. On February 8, 2013, the reporting person was granted 12,000 restricted stock units, 10 percent of the restricted stock units became vested on February 8, 2014; an additional 20 percent of the restricted stock units became vested on February 8, 2015; an additional 30 percent of the restricted stock units became vested on February 8, 2016; and the remaining balance i/n/o 4,800 restricted stock units will vest on February 8, 2017.

6. On February 8, 2013, the reporting person was granted 890 restricted stock units, vesting in three annual installments beginning on the first anniversary of the grant date. 296 restricted stock units became vested on February 8, 2014, an additional 297 restricted stock units became vested on February 8, 2015, and the remaining balance i/n/o 297 restricted stock units became vested on February 8, 2016.

Remarks:

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

	/s/ Lazbart Oseni, Attorney-in-Fact	02/09/2016
	** Signature of Reporting Person	Date
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