ExlService Holdings, Inc. — Director's Dealing 2014

Nov 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ExlService Holdings, Inc. (EXLS)
CIK: 0001297989
Period of Report: 2014-10-30

Reporting Person: BAGAI PAVAN (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-30	Common Stock, par value $0.001 per share	M	19500	$19.76	Acquired	127071	Direct
2014-10-30	Common Stock, par value $0.001 per share	S	19500	$28.1802	Disposed	107571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-30	Employee Stock Options (right to buy)	$19.76	M	19500	Disposed	2021-02-03	Common Stock, par value $0.001 per share (19500)	Direct

Footnotes

F1: On October 30, 2014 the reporting person exercised previously issued options to purchase an aggregate of 19,500 shares of common stock of ExlService Holdings, Inc.

F2: This sale was made pursuant to a 10b5-1 plan previously entered into by the reporting person.

F3: This transaction was executed in multiple trades at prices ranging from $28.00 to $28.74 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.

F4: 19,500 of these options were fully vested and exercised.