FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Stein Kathryn Vanpelt
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/2/2020 

3. Issuer Name and Ticker or Trading Symbol

Genpact LTD [G]
(Last)        (First)        (Middle)

C/O GENPACT LLC, 1155 AVENUE OF THE AMERICAS, 4TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Senior Vice President /
(Street)

NEW YORK, NY 10036      

(City)              (State)              (Zip)
5. 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 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 Shares 81735 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) 1/10/2020 (2)3/29/2027 Common Shares 60000 $24.74 D  
Employee Stock Option (Right to Buy) 4/2/2021 (3)4/1/2028 Common Shares 50000 $31.50 D  
Employee Stock Option (Right to Buy) 1/10/2022 (4)1/9/2029 Common Shares 168101 $27.70 D  
Employee Stock Option (Right to Buy) 2/19/2023 (5)2/18/2030 Common Shares 107981 $43.94 D  

Explanation of Responses:
(1) Includes (i) 2,500 shares underlying restricted stock units granted under the Genpact Limited 2007 Omnibus Incentive Compensation Plan which will vest on January 10, 2021, subject to the reporting person's continued service through the vesting date, (ii) 32,193 shares underlying performance share units (PSUs) granted on April 2, 2018 and (iii) 45,874 shares underlying PSUs granted on February 13, 2019. Each PSU was subject to performance conditions which have been satisfied and represents the contingent right to receive one common share. The 2018 PSU grant will vest on January 10, 2021 and the 2019 PSU grant will vest on January 10, 2022, subject to the reporting person's continued service through each vesting date. The reporting person currently holds a total of 1,168 shares under the Genpact Employee Stock Purchase Plan.
(2) The option vested 50% on January 10, 2020. The remaining 50% vests on January 10, 2022.
(3) The option vests 50% on April 2, 2021 and 50% on April 2, 2023.
(4) The option vests 50% on January 10, 2022 and 50% on January 10, 2024.
(5) The option vests 50% on February 19, 2023 and 50% on February 19, 2025.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Stein Kathryn Vanpelt
C/O GENPACT LLC
1155 AVENUE OF THE AMERICAS, 4TH FLOOR
NEW YORK, NY 10036


Senior Vice President

Signatures
/s/ Thomas D. Scholtes, as Attorney-in-fact for Kathryn Vanpelt Stein3/12/2020
**Signature of Reporting PersonDate

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