SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Jetley Vivek (Last) (First) (Middle) 320 PARK AVENUE, 29TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2020	3. Issuer Name and Ticker or Trading Symbol ExlService Holdings, Inc. [ EXLS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP and Head of Analytics	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	33,633	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock, par value $0.001 per share	875	$0	D
Restricted Stock Units	(2)	(2)	Common Stock, par value $0.001 per share	1,875	$0	D
Restricted Stock Units	(3)	(3)	Common Stock, par value $0.001 per share	1,770	$0	D
Restricted Stock Units	(4)	(4)	Common Stock, par value $0.001 per share	2,890	$0	D
Restricted Stock Units	(5)	(5)	Common Stock, par value $0.001 per share	9,133	$0	D
Employee Stock Options (right to buy)	(6)	(6)	Common Stock, par value $0.001 per share	6,320	$19.76	D
Employee Stock Options (right to buy)	(7)	(7)	Common Stock, par value $0.001 per share	6,500	$24.77	D

Explanation of Responses:

1. On February 24, 2016, the reporting person was granted 3,500 restricted stock units, twenty-five percent of the restricted stock units became vested on February 24, 2017, an additional twenty-five percent of the restricted stock units became vested on February 24, 2018, an additional twenty-five percent of the restricted stock units became vested on February 24, 2019, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 24, 2020.

2. On February 23, 2017, the reporting person was granted 3,750 restricted stock units, twenty-five percent of the restricted stock units became vested on February 23, 2018, an additional twenty-five percent of the restricted stock units became vested on February 23, 2019, an additional twenty-five percent of the restricted stock units will vest on February 23, 2020, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 23, 2021. On February 23, 2017, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report.

3. On February 22, 2018, the reporting person was granted 2,360 restricted stock units, twenty-five percent of the restricted stock units became vested on February 22, 2019, an additional twenty-five percent of the restricted stock units will vest on February 22, 2020, an additional twenty-five percent of the restricted stock units will vest on February 22, 2021, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 22, 2022. On February 22, 2018, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report.

4. On February 20, 2019, the reporting person was granted 2,890 restricted stock units, twenty-five percent of the restricted stock units will vest on February 20, 2020, an additional twenty-five percent of the restricted stock units will vest on February 20, 2021, an additional twenty-five percent of the restricted stock units will vest on February 20, 2022, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 20, 2023. On February 20, 2019, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report.

5. On October 22, 2019, the reporting person was granted 9,133 restricted stock units, fifty percent of the restricted stock units will vest on October 22, 2021, and the remaining balance of fifty percent of the restricted stock units will vest on October 22, 2022.

6. On February 3, 2011, the reporting person was granted 8,320 stock options, ten percent of these options became vested and exercisable on February 3, 2012, an additional twenty percent of these options became vested and exercisable on February 3, 2013, an additional thirty percent of these options became vested and exercisable on February 3, 2014, and the balance of forty percent of these options became vested and exercisable on February 3, 2015.

7. On February 7, 2012, the reporting person was granted 6,500 stock options, ten percent of these options became vested and exercisable on February 7, 2013, an additional twenty percent became vested and exercisable on February 7, 2014, an additional thirty percent became vested and exercisable on February 7, 2015, and the balance of forty percent became vested and exercisable on February 7, 2016.

Remarks:

Mr. Oseni is the Company's Head of Administration and Accounts. Exhibit List - Exhibit 24.1: Power of Attorney

	/s/ Lazbart Oseni, Attorney-in-Fact	01/10/2020
	** 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 5 (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 Number.