Statement of Changes in Beneficial Ownership (4)
February 24 2020 - 5:24PM
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).
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
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1. Name and Address of Reporting Person
*
Kapoor Rohit |
2. Issuer Name and Ticker or Trading Symbol
ExlService Holdings, Inc.
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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 |
(Last)
(First)
(Middle)
320 PARK AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2020 |
(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 | 2/20/2020 | | M | | 7227 | A | (1) | 255285 | D | |
Common Stock, par value $0.001 per share | | | | | | | | 233185 | I | See Footnote (2) |
Common Stock, par value $0.001 per share | | | | | | | | 40219 | I | See Footnote (3) |
Common Stock, par value $0.001 per share | | | | | | | | 177134 | I | See Footnote (4) |
Common Stock, par value $0.001 per share | | | | | | | | 84000 | I | See Footnote (5) |
Common Stock, par value $0.001 per share | | | | | | | | 84000 | I | See Footnote (6) |
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) | 2/20/2020 | | M | | | 7227 | (7) | (7) | Common Stock, par value $0.001 per share | 7227 | $0 | 21683 | D | |
Restricted Stock Units | (8) | 2/20/2020 | | A | | 23515 | | (9) | 2/20/2030 | Common Stock, par value $0.001 per share | 23515 | $0 | 23515 | D | |
Explanation of Responses: |
(1) | Restricted stock units of ExlService Holdings, Inc. convert into common stock, par value $0.001 per share on a one-for-one basis. |
(2) | Owned by the Rohit Kapoor 2016 Family Trust. |
(3) | Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT. |
(4) | Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT. |
(5) | Owned by the Rohit Kapoor Spousal Lifetime Access Trust. |
(6) | Owned by the Shikha Kapoor 2005 Family Trust. |
(7) | On February 20, 2019, the reporting person was granted 28,910 restricted stock units, 25 percent of the restricted stock units became vested on February 20, 2020, an additional 25 percent of the restricted stock units will vest 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 will vest on February 20, 2023. |
(8) | Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement. |
(9) | The restricted stock units will vest in four equal annual installments, beginning on February 20, 2021. Vesting will be accelerated upon certain termination of employment events and upon a "Change in Control" (as defined in the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan). |
Remarks: On February 20, 2020 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. 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 NEW YORK, NY 10022 | X |
| CEO & Vice Chairman |
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Signatures
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/s/ Lazbart Oseni, Attorney-in-Fact | | 2/24/2020 |
**Signature of Reporting Person | Date |
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