Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Kapoor Rohit	2. Issuer Name and Ticker or Trading Symbol ExlService Holdings, Inc. [ EXLS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CEO & Vice Chairman
(Last)          (First)          (Middle) 320 PARK AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 1/27/2020
(Street) NEW YORK, NY 10022 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	1/27/2020		A		36706	A	(1)	248058	D
Common Stock, par value $0.001 per share								233185	I	See Footnote (2)
Common Stock, par value $0.001 per share								40219	I	See Footnote (3)
Common Stock, par value $0.001 per share								177134	I	See Footnote (4)
Common Stock, par value $0.001 per share								84000	I	See Footnote (5)
Common Stock, par value $0.001 per share								84000	I	See Footnote (6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	The reporting person's shares of common stock, par value $0.001 per share (the "Common Stock") reported in this report were earned pursuant to the performance restricted stock units ("PRSUs") of ExlService Holdings, Inc. (the "Company") granted on February 23, 2017. Such shares of Common Stock were deemed earned on January 27, 2020 based on the Compensation Committee of the Board of Directors administering the award certifying the achievement of performance targets applicable to the PRSUs for the performance period ending on December 31, 2019.
(2)	Owned by the Rohit Kapoor 2016 Family Trust.
(3)	Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2013 GRAT.
(4)	Owned by the 2016 Kapoor Family Trust Created Under the Rohit Kapoor 2005 GRAT.
(5)	Owned by the Rohit Kapoor Spousal Lifetime Access Trust.
(6)	Owned by the Shikha Kapoor 2005 Family Trust.

Remarks: Mr. Oseni is the Company's Head of Administration and Accounts.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kapoor Rohit 320 PARK AVENUE NEW YORK, NY 10022	X		CEO & Vice Chairman

Signatures
/s/ Lazbart Oseni, Attorney-in-Fact		1/29/2020
**Signature of Reporting Person		Date