Genpact LTD — Director's Dealing 2012

Dec 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Genpact LTD (G)
CIK: 0001398659
Period of Report: 2012-12-05

Reporting Person: Mehta Piyush (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-05	Common Shares	M	32900	$6.3288	Acquired	50517	Direct
2012-12-05	Common Shares	S	32900	$15.8230	Disposed	17617	Direct
2012-12-05	Common Shares	M	25000	$9.3018	Acquired	42617	Direct
2012-12-05	Common Shares	S	25000	$15.8230	Disposed	17617	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-05	Employee Stock Options (Right to Buy)	$6.3288	M	32900	Disposed	2018-12-15	Common Shares (32900)	Direct
2012-12-05	Employee Stock Options (Right to Buy)	$9.3018	M	25000	Disposed	2017-01-03	Common Shares (25000)	Direct

Footnotes

F1: The exercise price reflects an adjustment that was made to preserve the value of the Reporting Person's outstanding stock options following the special cash dividend paid by Genpact Limited on September 24, 2012 to holders of record as of September 10, 2012.

F2: The price in column 4 is a weighted average price. The actual sale prices for these transactions ranged from $15.7600 to $15.8900. The Reporting Person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F3: Includes 2,263 shares acquired under the Genpact employee stock purchase plan and 15,354 outstanding restricted stock units (RSUs). The number of RSUs reflects an adjustment to the Reporting Person's RSUs to preserve the value of the RSU award following the special cash dividend paid by Genpact Limited on September 24, 2012 to holders of record as of September 10, 2012.

F4: The option vests 20% on each anniversary of December 1, 2008, the vesting period commencement date.

F5: The number of derivative securities beneficially owned reflects an adjustment that was made to preserve the value of the Reporting Person's outstanding stock options following the special cash dividend paid by Genpact Limited on September 24, 2012 to holders of record as of September 10, 2012.

F6: The option vested over a five-year period commencing January 1, 2007.