Statement of Changes in Beneficial Ownership (4)
October 09 2018 - 1:18PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
0.5
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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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PANDIT VIKRAM S
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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
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THE OROGEN GROUP LLC, ONE ROCKEFELLER PLAZA, SUITE 2416
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/4/2018
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(Street)
NEW YORK, NY 10020
(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)
___ Form filed by One Reporting Person
_
X
_ 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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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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10/4/2018
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A
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1199
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(2)
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(2)
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Common Stock, par value $0.001 per share
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1199
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$0
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1199
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I
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See footnotes
(3)
(4)
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Explanation of Responses:
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(1)
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Each restricted stock unit represents a contingent right to receive one share of the common stock ("Common Stock") of ExlService Holdings, Inc. (the "Issuer") upon settlement.
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(2)
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The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the date on which the reporting person's term as a member of the Board of Directors of the Issuer (the "Board") expires if the reporting person is not subsequently elected to a new term on the Board, and (iii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) the date that is 180 days following the date on which the reporting person ceases to serve as a member of the Board for any reason other than due to such reporting person's death or, if later, the date of the reporting person's separation from service.
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(3)
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Mr. Pandit serves on the Board and is the Chairman and Chief Executive Officer of Orogen Echo LLC ("OE"). Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the sole members with joint investment control of The Orogen Group LLC ("Orogen"), which is the sole member of OE. Mr. Pandit has majority voting control of Orogen Holdings LLC. Atairos Group, Inc. ("Atairos") is the sole voting shareholder of Atairos-Orogen Holdings, LLC. Michael Angelakis is the Chairman and Chief Executive Officer of Atairos and controls a majority of the voting power of Atairos Partners GP, Inc., which is the general partner of Atairos Partners L.P., the sole voting shareholder of Atairos.
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(4)
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Each of the reporting persons, other than Mr. Pandit, is acting as a director by deputization of the Issuer with respect to Mr. Pandit's membership on the Board. Each of the reporting persons may be deemed to have direct or indirect beneficial ownership of the reported securities, as applicable, but disclaims such beneficial ownership except to the extent of its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PANDIT VIKRAM S
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA, SUITE 2416
NEW YORK, NY 10020
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X
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Orogen Echo LLC
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA, SUITE 2416
NEW YORK, NY 10020
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X
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Orogen Group LLC
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA, SUITE 2416
NEW YORK, NY 10020
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X
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Orogen Holdings LLC
C/O THE OROGEN GROUP LLC
ONE ROCKEFELLER PLAZA, SUITE 2416
NEW YORK, NY 10020
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X
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Atairos-Orogen Holdings, LLC
40 MORRIS ROAD
BRYN MAWR, PA 19010
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X
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Atairos Group, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD
BRYN MAWR, PA 19010
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X
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Atairos Partners, L.P.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD
BRYN MAWR, PA 19010
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X
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Atairos Partners GP, Inc.
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD
BRYN MAWR, PA 19010
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X
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Angelakis Michael J
C/O ATAIROS MANAGEMENT, L.P.
40 MORRIS ROAD
BRYN MAWR, PA 19010
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X
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Signatures
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By: Orogen Echo LLC, by the Orogen Group LLC, its sole member, by Vikram S. Pandit, Chairman and Chief Executive Officer, /s/ Vikram S. Pandit
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10/4/2018
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**
Signature of Reporting Person
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Date
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By: The Orogen Group LLC, by Vikram S. Pandit, Chairman and Chief Executive Officer, /s/ Vikram S. Pandit
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10/4/2018
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**
Signature of Reporting Person
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Date
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By: Orogen Holdings LLC, by Vikram S. Pandit, Manager, /s/ Vikram S. Pandit
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10/4/2018
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Signature of Reporting Person
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Date
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By: Atairos-Orogen Holdings, LLC, by David L. Caplan, Vice President , /s/ Vikram S. Pandit
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10/4/2018
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Signature of Reporting Person
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Date
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By: Atairos Group, Inc., by David L. Caplan, Vice President and General Counsel, /s/ David L. Caplan
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10/4/2018
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Signature of Reporting Person
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Date
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By: Atairos Partners, L.P., by Atairos Partners GP, Inc., its general partner, by David L. Caplan, Vice President, /s/ David L. Caplan
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10/4/2018
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Signature of Reporting Person
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Date
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By: Atairos Partners GP, Inc., by David L. Caplan, Vice President, /s/ David L. Caplan
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10/4/2018
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**
Signature of Reporting Person
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Date
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By: Michael J. Angelakis, /s/ David L. Caplan
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10/4/2018
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**
Signature of Reporting Person
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Date
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/s/ Michael J. Angelakis
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10/4/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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