FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bhalla Vikas
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 & Head of Outsourcing
(Last)          (First)          (Middle)

320 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/17/2023
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/17/2023  M  1835 A$0 (1)18964 D  
Common Stock, par value $0.001 per share 2/17/2023  F  785 D$170.57 (2)18179 D  
Common Stock, par value $0.001 per share 2/19/2023  M  2075 A$0 (1)20254 D  
Common Stock, par value $0.001 per share 2/19/2023  F  887 D$170.53 (3)19367 D  
Common Stock, par value $0.001 per share 2/20/2023  M  1708 A$0 (1)21075 D  
Common Stock, par value $0.001 per share 2/20/2023  F  730 D$170.53 (4)20345 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)2/17/2023  M     1835   (5) (5)Common Stock, par value $0.001 per share 1835.0 $0 3670 D  
Restricted Stock Units  (1)2/19/2023  M     2075   (6) (6)Common Stock, par value $0.001 per share 2075.0 $0 2075 D  
Restricted Stock Units  (1)2/20/2023  M     1708   (7) (7)Common Stock, par value $0.001 per share 1708.0 $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 17, 2023. Under the Company's 2018 Amendment and Restatement of the 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 19, 2023. Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive 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) The reporting person's restricted stock units reported in this report vested on February 20, 2023. Pursuant to the ExlService Holdings, Inc. 2018 Omnibus Incentive 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.
(5) On February 17, 2021, the reporting person was granted 7,340 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 17, 2022, an additional twenty-five percent of the restricted stock units became vested on February 17, 2023, an additional twenty-five percent of the restricted stock units will vest on February 17, 2024, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 17 2025.
(6) On February 19, 2020, the reporting person was granted 8,300 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 19, 2021, an additional 25 percent of the restricted stock units became vested on February 19, 2022, an additional 25 percent of the restricted stock units became vested on February 19, 2023, and the remaining balance of 25 of the restricted stock units will vest on February 19, 2024.
(7) On February 20, 2019, the reporting person was granted 6,830 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, 2020, an additional 25 percent of the restricted stock units became vested on February 20, 2021, an additional 25 percent of the restricted stock units will vest on February 20, 2022, and the remaining balance of 25 percent of the restricted stock units became vested on on February 20, 2023.

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Bhalla Vikas
320 PARK AVENUE
NEW YORK, NY 10022


EVP & Head of Outsourcing

Signatures
/s/ Lazbart Oseni, Attorney-in-Fact2/22/2023
**Signature of Reporting PersonDate


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.
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