SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DENNING STEVEN A
(Last) (First) (Middle)
C/O GENERAL ATLANTIC SERVICE CORPORATION
3 PICKWICK PLAZA
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXULT INC [ EXLT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 10/01/2004 U 23,309,812 D (1) 0 I See(2)
Common Stock 10/01/2004 U 5,576,766 D (1) 0 I See(3)
Common Stock 10/01/2004 U 10,901,035 D (1) 0 I See(4)
Common Stock 10/01/2004 U 3,879,024 D (1) 0 I See(5)
Common Stock 10/01/2004 U 5,205,759 D (1) 0 I See(6)
Common Stock 10/01/2004 D 10,000 D (7) 0 D
Common Stock 10/01/2004 M 50,000 A $4.55 0 D
Common Stock 10/01/2004 D 50,000 D (8) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Stock Option (right to buy) $4.55 10/01/2004 M 50,000 10/01/2004 02/13/2013 Common Stock 50,000 $4.55 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 15, 2004 (the "Merger Agreement"), by and among Exult, Inc., Hewitt Associates, Inc. ("Hewitt") and Eagle Merger Corp. in exchange for (i) in the case of General Atlantic Partners 54, L.P. ("GAP 54"), 4,661,962 shares of common stock of Hewitt, (ii) in the case of General Atlantic Partners 57, L.P. ("GAP 57"), 1,115,353 shares of common stock of Hewitt, (iii) in the case of General Atlantic Partners 60, L.P. ("GAP 60"), 2,180,207 shares of common stock of Hewitt, (iv) in the case of GAP Coinvestment Partners, L.P. ("GAPCO"), 775,805 shares of common stock of Hewitt and (v) in the case of GAP Coinvestment Partners II, L.P. ("GAPCO II"), 1,041,152 shares of common stock of Hewitt. The shares of common stock of Hewitt had a market value of $27.25 per share on the effective date of the merger.
2. By GAP 54. See footnote 6.
3. By GAP 57. See footnote 6.
4. By GAP 60. See footnote 6.
5. By GAPCO. See footnote 6.
6. By GAPCO II. General Atlantic Partners, LLC ("GAP LLC") is the general partner of each of GAP 54, GAP 57 and GAP 60. The general partners of GAPCO and GAPCO II are also managing members of GAP LLC. The Reporting Person is a managing member of GAP LLC and a general partner of each of GAPCO and GAPCO II, and disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
7. Disposed of pursuant to the Merger Agreement in exchange for 2,000 shares of common stock of Hewitt having a market value of $27.25 per share on the effective date of the merger.
8. Disposed of pursuant to the Merger Agreement in exchange for 10,000 shares of common stock of Hewitt having a market value of $27.25 per share on the effective date of the merger.
Remarks:
Steven A. Denning 10/04/2004
** 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).
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