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 * Jetley Vivek 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 and Head of Analytics
(Last)         (First)         (Middle)
320 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)
8/11/2020
(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  8/11/2020    M(1)    1316  A $19.76  39536  D   
Common Stock, par value $0.001 per share  8/11/2020    S(2)    1316  D $68.50  38220  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 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
Employee Stock Options (right to buy)  $19.76  8/11/2020    M        1316    (3) 2/3/2021  Common Stock, par value $0.001 per share  1316  $0  0  D   

Explanation of Responses:
(1)  The reporting person exercised previously issued options to purchase an aggregate of 1,316 shares of common stock of ExlService Holdings.
(2)  This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.
(3)  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.

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jetley Vivek
320 PARK AVENUE
NEW YORK, NY 10022


EVP and Head of Analytics

Signatures
/s/ Lazbart Oseni, Attorney-in-Fact 8/13/2020
**Signature of Reporting Person Date
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