Genpact LTD — Director's Dealing 2012

Oct 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Genpact LTD (G)
CIK: 0001398659
Period of Report: 2012-10-25

Reporting Person: OHCP GenPar II (Cayman), L.P. (See Notes (1) and (2))
Reporting Person: OHCP MGP PARTNERS II (CAYMAN), L.P. (See Notes (1) and (2))
Reporting Person: OHCP MGP II (Cayman), Ltd. (See Notes (1) and (2))
Reporting Person: OHCP SLP II (CAYMAN), LTD. (See Notes (1) and (2))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-25	Common Shares	S	21400874	$14.76	Disposed	6893072	Indirect
2012-10-25	Common Shares	S	785181	$14.76	Disposed	252901	Indirect
2012-10-25	Common Shares	S	3749752	$14.76	Disposed	1207769	Indirect

Footnotes

F1: OHCP GenPar II (Cayman), L.P. ("GenPar") is the general partner of Oak Hill Capital Partners II (Cayman), L.P. ("OHCP"), Oak Hill Capital Management Partners II (Cayman), L.P. ("OHCMP") and Oak Hill Capital Partners II (Cayman II), L.P. ("Cayman II"). OHCP MGP Partners II (Cayman), L.P. ("MGP Partners") is the general partner of GenPar. OHCP MGP II (Cayman), Ltd. ("OHCP MGP") is the general partner of MGP Partners. OHCP SLP II (Cayman), Ltd. ("SLP") exercises voting and dispositive control over the shares held by OHCP, OHCMP and Cayman II.

F2: Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), GenPar, MGP Partners, OHCP MGP and SLP may be deemed to be beneficial owners of the securities owned by OHCP, OHCMP and Cayman II only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of OHCP, OHCMP and Cayman II. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that GenPar, MGP Partners, OHCP MGP or SLP is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities beneficially owned by OHCP, OHCMP or Cayman II in excess of such amount.

F3: The common shares of Genpact Limited reported disposed on this Form 4 were sold in a private sale pursuant to a share purchase agreement dated as of August 1, 2012, as amended.