Genpact LTD — Director's Dealing 2019

May 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Genpact LTD (G)
CIK: 0001398659
Period of Report: 2019-05-09

Reporting Person: Humphrey David (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-09	Common Shares	A	3326	$0.00	Acquired	34907	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	32038002	Indirect

Footnotes

F1: Represents an award of unvested restricted share units (RSUs) granted under the Genpact Limited 2017 Omnibus Incentive Compensation Plan. Each RSU entitles the holder to receive one common share at a future date. Subject to the reporting person's continued service, the RSUs will fully vest on December 31, 2019 and will be settled in common shares on December 31, 2020.

F2: Represents Common Shares held directly by Glory Investments A Limited ("Glory A"), Glory Investments B Limited ("Glory B"), Glory Investments IV Limited ("Glory IV") and Glory Investments IV-B Limited "Glory IV-B" and, together with Glory A, Glory B, and Glory IV, the "Bain Capital Entities").

F3: Bain Capital Investors, LLC ("BCI") is the ultimate general partner of Glory A and Glory B and governs the investment strategy and decision-making process on behalf of Glory IV and Glory IV-B. David Humphrey is a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the Common Shares held by the Bain Capital Entities. Mr. Humphrey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.