ExlService Holdings, Inc. — Director's Dealing 2016

Jun 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ExlService Holdings, Inc. (EXLS)
CIK: 0001297989
Period of Report: 2016-06-17

Reporting Person: MITTAL SOM (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-17	Restricted Stock Units	$	A	1946	Acquired		Common Stock, par value $0.001 per share (1946)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the Company's common stock upon settlement.

F2: The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the date on which the reporting person's term as a member of the Board of Directors of ExlService Holdings, Inc. (the "Board") expires if the reporting person is not subsequently elected to a new term on the Board, and (iii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2015 Amendment and Restatement of the 2006 Omnibus Award Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan or (iii) the vesting date.