ExlService Holdings, Inc. — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ExlService Holdings, Inc. (EXLS)
CIK: 0001297989
Period of Report: 2012-02-03

Reporting Person: Gupta Sanjay (Global Head of HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-03	Common Stock, par value $0.001 per share	M	616	—	Acquired	14685	Direct
2012-02-03	Common Stock, par value $0.001 per share	F	192	$24.37	Disposed	14493	Direct
2012-02-04	Common Stock, par value $0.001 per share	M	1000	—	Acquired	15493	Direct
2012-02-04	Common Stock, par value $0.001 per share	F	310	$24.525	Disposed	15183	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Restricted Stock	$0	M	616	Disposed		Common Stock, par value $0.001 per share (616)	Direct
2012-02-04	Restricted Stock	$0	M	1000	Disposed		Common Stock, par value $0.001 per share ()	Direct

Footnotes

F1: As of February 3, 2012, ExlService Holdings, Inc. (the "Company") issued 616 shares of common stock, par value $0.001 per share ("Common Stock"), to the reporting person upon the vesting of shares of restricted stock previously granted to the reporting person

F2: The reporting person's restricted stock reported in this report vested on February 3, 2012. Pursuant to the Company's 2006 Omnibus Award Plan, pursuant to which such restricted stock was granted, the average of the high and low sale prices of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for tax reporting and withholding purposes.

F3: As of February 4, 2012, ExlService Holdings, Inc. (the "Company") issued 1,000 shares of common stock, par value $0.001 per share ("Common Stock"), to the reporting person upon the vesting of shares of restricted stock previously granted to the reporting person.

F4: The reporting person's restricted stock reported in this report vested on February 4, 2012. Pursuant to the Company's 2006 Omnibus Award Plan, pursuant to which such restricted stock was granted, the average of the high and low sale prices of the Common Stock on the Nasdaq Global Select Market on the preceding day is used for tax reporting and withholding purposes.

F5: 616 shares of restricted stock vested on February 3, 2012; an additional 967 shares of restricted stock will vest on February 3, 2013; another 1,317 shares of restricted stock will vest on February 3, 2014; and the remaining 1,400 shares of restricted stock will vest on February 3, 2015.

F6: 1,000 shares of restricted stock vested on February 4, 2012; an additional 1,500 shares of restricted stock will vest on February 4, 2013; and the remaining 2,000 shares of restricted stock will vest on February 4, 2014.