SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Kini Narasimha

(Last)

(First)

(Middle)

EXLSERVICE HOLDINGS INC

320 PARK AVENUE, 29TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2021

3. Issuer Name and Ticker or Trading Symbol
ExlService Holdings, Inc. [ EXLS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Emerging Bus Unit Leader

5. 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 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 Stock, par value $0.001 per share	14,038	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.001 per share	8,121	$0.0	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock, par value $0.001 per share	2,660	$0.0	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock, par value $0.001 per share	1,763	$0.0	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.001 per share	6,850	$0.0	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001 per share	1,170	$0.0	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.001 per share	488	$0.0	D

Explanation of Responses:

1. On September 1, 2021, the reporting person was granted 8,121 restricted stock units. The restricted stock units will vest in two installments, one-third on the second anniversary of the grant date, and two-thirds on the third anniversary of the grant date.

2. On February 17, 2021, the reporting person was granted 2,660 restricted stock units, twenty-five percent of the restricted stock units will vest on February 17, 2022 an additional twenty-five percent of the restricted stock units will vest on February 17, 2023, an additional twenty-five percent of the restricted stock units will vest on February 17, 2024, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 17, 2025. On February 17, 2021, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report.

3. On February 19, 2020, the reporting person was granted 2,350 restricted stock units, twenty-five percent of the restricted stock units became vested February 19, 2021 an additional twenty-five percent of the restricted stock units will vest on February 19, 2022, an additional twenty-five percent of the restricted stock units will vest on February 19, 2023, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 19, 2024. On February 19, 2020, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report.

4. On October 22, 2019, the reporting person was granted 6,850 restricted stock units, fifty percent of the restricted stock units will vest on October 22, 2021, and the remaining balance of fifty percent of the restricted stock units will vest on October 22, 2022.

5. On February 20, 2019, the reporting person was granted 2,340 restricted stock units, twenty five percent of the restricted stock units became vested on February 20, 2020, an additional twenty five percent of the restricted stock units became vested on February 20, 2021, an additional twenty five percent of the restricted stock units will vest on February 20, 2022, and the remaining balance of twenty five percent of the restricted stock units will vest on February 20, 2023. On February 20, 2019, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report.

6. On February 22, 2018, the reporting person was granted 1,950 restricted stock units, twenty-five percent of the restricted stock units became vested on February 22, 2019, an additional twenty-five percent of the restricted stock units became vested February 22, 2020, an additional twenty-five percent of the restricted stock units became vested on February 22, 2021, and the remaining balance of twenty-five percent of the restricted stock units will vest on February 22, 2022. On February 22, 2018, the reporting person was also granted performance-based restricted stock units that are subject to material conditions beyond the reporting person's control, and, therefore, not considered derivative securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and excluded from this report.

Remarks:

Remarks: Mr. Oseni is the Company's Head of Administration and Accounts Exhibit List Exhibit 24.1: Power of Attorney

	/s/ Lazbart Oseni, Attorney-in-Fact	10/20/2021
	** 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 5 (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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