UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Stock (1) | Â (2) | Â (2) | Common Stock, par value $0.001 per share | 4,000 | $ (3) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GRUBER STEVEN B C/O OAK HILL CAPITAL PARTNERS, L.P. 201 MAIN STREET, SUITE 1620 FORT WORTH, TX 76102 |
 X |  |  |  |
/s/ Steven Gruber | 10/19/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | In connection with the consummation by ExlService Holdings, Inc. (the "Company") of its initial public offering, the Company will effect a two for one stock split (the "Stock Split") of all of its outstanding shares of common stock. The amounts in this Form 3 reflect such Stock Split. |
(2) | The shares of restricted stock vest on the earlier of (i) the first anniversary of the date of the reporting person's installation as a member of the Board, (ii) the end of the reporting person's term on the Company's Board of Directors, and (iii) the occurrence of a "Change in Control", as defined in the Company's 2006 Omnibus Award Plan. |
(3) | Not applicable. |
 Remarks: EXHIBIT LIST: Exhibit 24.1 -- Power of Attorney |