Genpact LTD — Director's Dealing 2017

Aug 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Genpact LTD (G)
CIK: 0001398659
Period of Report: 2017-08-18

Reporting Person: BAIN CAPITAL INVESTORS LLC (10% Owner)
Reporting Person: Bain Capital Partners Asia II, L.P. (10% Owner)
Reporting Person: Bain Capital Partners X, L.P. (10% Owner)
Reporting Person: BCIP Associates IV, L.P. (10% Owner)
Reporting Person: BCIP Associates IV-B, L.P. (10% Owner)
Reporting Person: Glory Investments A Ltd (10% Owner)
Reporting Person: Glory Investments B Ltd (10% Owner)
Reporting Person: Glory Investments IV Ltd (10% Owner)
Reporting Person: Glory Investments IV-B Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-18	Common Shares	S	8498874	$28.72	Disposed	49038390	Indirect

Footnotes

F1: Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners Asia II, L.P. ("Asia II"). Asia II is the Class A shareholder of Glory Investments A Limited ("Glory A"). As a result, Asia II may be deemed to beneficially own Common Shares held by Glory A. Asia II disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On August 18, 2017, Glory A sold 2,366,768 Common Shares. Following such sale, Glory A held 13,656,210 Common Shares.

F2: BCI is the general partner of Bain Capital Partners X, L.P. ("BCP X"). BCP X is the Class A shareholder of Glory Investments B Limited ("Glory B"). As a result, BCP X may be deemed to beneficially own Common Shares held by Glory B. BCP X disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On August 18, 2017, Glory B sold 5,835,854 Common Shares. Following such sale, Glory B held 33,672,802 Common Shares.

F3: On August 18, 2017, Glory Investments IV Limited ("Glory IV"), whose Class A shareholder is BCIP Associates IV, L.P. ("BCIP IV"), whose general partner is Boylston Coinvestors, LLC ("Boylston"), sold 275,508 Common Shares. Following such sale, Glory IV held 1,589,676 Common Shares. BCIP IV may be deemed to beneficially own Common Shares held by Glory IV. BCIP IV disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F4: On August 18, 2017, Glory Investments IV-B Limited ("Glory IV-B" and together with Glory A, Glory B and Glory IV, the "Glory Entities"), whose Class A shareholder is BCIP Associates IV-B, L.P. ("BCIP IV-B"), whose general partner is Boylston, sold 20,744 shares of Common Stock. Following such sale, Glory IV-B held 119,702 Common Shares. BCIP IV-B may be deemed to beneficially own Common Shares held by Glory IV-B. BCIP IV-B disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

F5: The governance, investment strategy and decision-making process with respect to investments held by the Glory Entities is directed by the Global Private Equity Board of BCI. By virtue of the relationships described in these footnotes, BCI may be deemed to share voting and dispositive power with respect to the Common Shares held by the Glory Entities. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.