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: Nayden Denis (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-25	Common Shares	S	33875339	$14.76	Disposed	10911011	Indirect
2012-10-25	Common Shares	D	6807	$0.0	Disposed	13614	Direct

Footnotes

F1: 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.

F2: Certain investment funds managed by Oak Hill Capital Management, LLC are beneficial owners of common shares of Genpact Limited.

F3: Mr. Nayden is a Managing Director of Oak Hill Capital Partners, L.P. and a Managing Partner of Oak Hill Capital Management, LLC. Mr. Nayden disclaims beneficial ownership of such common shares shown as indirectly beneficially owned by him except to the extent of his pecuniary interest therein.

F4: Represents unvested award of restricted stock units granted under the Genpact Limited 2007 Omnibus Incentive Compensation Plan.

F5: Unvested restricted shares forfeited by Mr. Nayden upon his resignation from the board of directors of Genpact Limited on October 25, 2012, following the closing of the transaction referenced in footnote 1.

F6: Amount of shares reflects share adjustment (by a factor of 1.1345) made following a special dividend paid by Genpact Limited on September 24, 2012.