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 * Miglani Nalin Kumar	2. Issuer Name and Ticker or Trading Symbol ExlService Holdings, Inc. [ EXLS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) VP and Chief HR Officer
(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		8231	A	(1)	8231	D
Common Stock, par value $0.001 per share	1/27/2020		F		3225	D	$73.63 (2)	5006	D

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)	Pursuant to the agreement governing the grant of the PRSUs and pursuant to the Company's 2015 Amendment and Restatement of the 2006 Omnibus Award Plan, pursuant to which such PRSUs were granted, the closing price of the Common Stock on the Nasdaq Global Select Market on the preceding day, January 27, 2020 in this case, is used for purposes of computing tax reporting and withholding.

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

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Miglani Nalin Kumar 320 PARK AVENUE NEW YORK, NY 10022			VP and Chief HR Officer

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