FORM 4
[ X ] 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 *

BAIN CAPITAL INVESTORS LLC
2. Issuer Name and Ticker or Trading Symbol

Genpact LTD [ G ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

200 CLARENDON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

8/16/2019
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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 Shares   8/16/2019     S    10621804   D $40.51   12916004   I   See footnotes   (1) (2) (3) (4) (5) (6)

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

Explanation of Responses:
(1)  Bain Capital Partners Asia II, L.P. ("Asia II") is the Class A shareholder of Glory Investments A Limited ("Glory A"). As a result, Asia II may be deemed to beneficially own Common Shares held by Glory A. Asia II disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On August 16, 2019, Glory A sold 2,957,962 Common Shares. Following such sale, Glory A held 3,596,840 Common Shares.
(2)  Bain Capital Partners X, L.P. ("BCP X") is the Class A shareholder of Glory Investments B Limited ("Glory B"). As a result, BCP X may be deemed to beneficially own Common Shares held by Glory B. BCP X disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On August 16, 2019, Glory B sold 7,293,590 Common Shares. Following such sale, Glory B held 8,868,930 Common Shares
(3)  On August 16, 2019, Glory Investments IV Limited ("Glory IV"), whose Class A shareholder is BCIP Associates IV, L.P. ("BCIP IV"), whose general partner is Boylston Coinvestors, LLC ("Boylston"), sold 344,326 Common Shares. Following such sale, Glory IV held 418,700 Common Shares. BCIP IV may be deemed to beneficially own Common Shares held by Glory IV. BCIP IV disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(4)  On August 16, 2019, Glory Investments IV-B Limited ("Glory IV-B" and together with Glory A, Glory B and Glory IV, the "Bain Capital Entities"), whose Class A shareholder is BCIP Associates IV-B, L.P. ("BCIP IV-B"), whose general partner is Boylston, sold 25,926 shares of Common Stock. Following such sale, Glory IV-B held 31,534 Common Shares. BCIP IV-B may be deemed to beneficially own Common Shares held by Glory IV-B. BCIP IV-B disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(5)  Bain Capital Investors, LLC ("BCI") is the general partner of Asia II and BCP X and governs the investment strategy and decision-making process with respect to investments held by Glory IV and Glory IV-B.
(6)  By virtue of the relationships described in these footnotes, BCI may be deemed to share voting and dispositive power with respect to the Common Shares held by the Bain Capital Entities. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BAIN CAPITAL INVESTORS LLC
200 CLARENDON STREET
BOSTON, MA 02116

X

Bain Capital Partners Asia II, L.P.
200 CLARENDON STREET
BOSTON, MA 02116

X

Bain Capital Partners X, L.P.
200 CLARENDON STREET
BOSTON, MA 02116

X

BCIP Associates IV, L.P.
200 CLARENDON STREET
BOSTON, MA 02116

X

BCIP Associates IV-B, L.P.
200 CLARENDON STREET
BOSTON, MA 02116

X

Glory Investments A Ltd
200 CLARENDON STREET
BOSTON, MA 02116

X

Glory Investments B Ltd
200 CLARENDON STREET
BOSTON, MA 02116

X

Glory Investments IV Ltd
200 CLARENDON STREET
BOSTON, MA 02116

X

Glory Investments IV-B Ltd
200 CLARENDON STREET
BOSTON, MA 02116

X


Signatures
BAIN CAPITAL INVESTORS, LLC, By: /s/ David Humphrey, Name: David Humphrey, Title: Managing Director 8/19/2019
** Signature of Reporting Person Date

BAIN CAPITAL PARTNERS ASIA II, L.P., BY: BAIN CAPITAL INVESTORS, LLC, its general partner, By: /s/ David Humphrey, Name: David Humphrey, Title: Managing Director 8/19/2019
** Signature of Reporting Person Date

BAIN CAPITAL PARTNERS X, L.P., BY: BAIN CAPITAL INVESTORS, LLC, its general partner, By: /s/ David Humphrey, Name: David Humphrey, Title: Managing Director 8/19/2019
** Signature of Reporting Person Date

BCIP ASSOCIATES IV, L.P., BY: BOYLSTON COINVESTORS, LLC, its general partner, By: /s/ David Humphrey, Name: David Humphrey, Title: Authorized Signatory 8/19/2019
** Signature of Reporting Person Date

BCIP ASSOCIATES IV-B, L.P., BY: BOYLSTON COINVESTORS, LLC, its general partner, By: /s/ David Humphrey, Name: David Humphrey, Title: Authorized Signatory 8/19/2019
** Signature of Reporting Person Date

GLORY INVESTMENTS A LIMITED, By: /s/ James Hildebrandt, Name: James Hildebrandt, Title: Director 8/19/2019
** Signature of Reporting Person Date

GLORY INVESTMENTS B LIMITED, By: /s/ James Hildebrandt, Name: James Hildebrandt, Title: Director 8/19/2019
** Signature of Reporting Person Date

GLORY INVESTMENTS IV LIMITED, By: /s/ James Hildebrandt, Name: James Hildebrandt, Title: Director 8/19/2019
** Signature of Reporting Person Date

GLORY INVESTMENTS IV-B LIMITED, By: /s/ James Hildebrandt, Name: James Hildebrandt, Title: Director 8/19/2019
** 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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