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 *

Kapoor Rohit
2. Issuer Name and Ticker or Trading Symbol

ExlService Holdings, Inc. [ EXLS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

280 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/10/2017
(Street)

NEW YORK, NY 10017
(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   10/10/2017     M (1)    15358   A $19.76   188044   D   (2)  
Common Stock, par value $0.001 per share   10/10/2017     S (3)    15358   D $59.61   (4) 172686   D   (2)  
Common Stock, par value $0.001 per share                  40219   I   See footnote   (5)
Common Stock, par value $0.001 per share                  333185   I   See footnote   (6)
Common Stock, par value $0.001 per share                  177134   I   See footnote   (7)
Common Stock, par value $0.001 per share                  84000   I   See footnote   (8)
Common Stock, par value $0.001 per share                  84000   I   See footnote   (9)

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   10/10/2017     M   (1)       15358      (10) 2/3/2021   Common Stock, par value $0.001 per share   15358   $0   32142   D    

Explanation of Responses:
(1)  On October 10, 2017 the reporting person exercised previously issued options to purchase an aggregate of 15,358 shares of common stock of ExlService Holdings, Inc.
(2)  Owned by Rohit Kapoor.
(3)  This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.
(4)  This transaction was executed in multiple trades at prices ranging from $59.60 to $59.71 per share. The price reported above reflects the weighted average purchase price on the date indicated. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
(5)  Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.
(6)  Owned by the Rohit Kapoor 2016 Family Trust.
(7)  Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT.
(8)  Owned by the Rohit Kapoor Spousal Lifetime Access Trust.
(9)  Owned by the Shikha Kapoor 2005 Family Trust.
(10)  On February 3, 2011, the reporting person was granted 97, 500 stock options. 25 percent of these options became vested and exercisable on February 3, 2012, an additional 25 percent became vested and exercisable on February 3, 2013, an additional 25 percent became vested and exercisable on February 3, 2014, and the balance of 25 percent 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
Kapoor Rohit
280 PARK AVENUE
NEW YORK, NY 10017
X
CEO & Vice Chairman

Signatures
/s/ Lazbart Oseni, Attorney-in-Fact 10/12/2017
** 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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