Statement of Changes in Beneficial Ownership (4)
23 February 2023 - 9:16AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Kapoor Rohit |
2. Issuer Name and Ticker or Trading Symbol
ExlService Holdings, Inc.
[
EXLS
]
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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 |
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(Last)
(First)
(Middle)
320 PARK AVENUE, 29TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2023 |
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.001 per share | 2/17/2023 | | M | | 8850 | A | $0 (1) | 216460 | D (2) | |
| Common Stock, par value $0.001 per share | 2/20/2023 | | M | | 7228 | A | $0 (1) | 223688 | D (2) | |
| Common Stock, par value $0.001 per share | 2/20/2023 | | M | | 5880 | A | $0 (1) | 229568 | D (2) | |
| Common Stock, par value $0.001 per share (3) | | | | | | | | 133185 | I | See Footnote (3) |
| Common Stock, par value $0.001 per share | | | | | | | | 40219 | I | See Footnote (4) |
| Common Stock, par value $0.001 per share | | | | | | | | 177134 | I | See Footnote (5) |
| Common Stock, par value $0.001 per share | | | | | | | | 84000 | I | See Footnote (6) |
| Common Stock, par value $0.001 per share | | | | | | | | 84000 | I | See Footnote (7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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) | 2/17/2023 | | M | | | 8850 | (8) | (8) | Common Stock, par value $0.001 per share | 8850.0 | $0 | 17700 | D | |
| Common Stock, par value $0.001 per share | (1) | 2/20/2023 | | M | | | 7228 | (9) | (9) | Common Stock, par value $0.001 per share (9) | 7228.0 | $0 | 0 | D | |
| Restricted Stock Units | (1) | 2/20/2023 | | M | | | 5880 | (10) | (10) | Common Stock, par value $0.001 per share | 5880.0 | $0 | 5880 | 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 17, 2021, the reporting person was granted 35,400 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 17, 2022, an additional 25 percent of the restricted stock units became vested on February 17, 2023, an additional 25 percent of the restricted stock units will vest on February 17, 2024, and the remaining balance of 25 of the restricted stock units will vest on February 17, 2025. |
| (9) | On February 20, 2019, the reporting person was granted 28,910 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, 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 became vested on February 20, 2022, and the remaining balance of 25 of the restricted stock units became vested on February 20, 2023. |
| (10) | 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 became vested 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kapoor Rohit
320 PARK AVENUE, 29TH FLOOR
NEW YORK, NY 10022 | X |
| CEO & Vice Chairman |
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Signatures
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| /s/ Lazbart Oseni, Attorney-in-Fact | | 2/22/2023 |
| **Signature of Reporting Person | Date |
| 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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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