SEC Form 4 · accession 0000950103-18-011818
ExlService Holdings, Inc. · EXLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Vikram S Pandit
Director
Michael J Angelakis
Director
Atairos Group, Inc.
Director
Atairos Partners GP, Inc.
Director
Atairos Partners, L.P.
Director
Orogen Holdings LLC
Director
Orogen Group LLC
Director
Atairos-Orogen Holdings, LLC
Director
Orogen Echo LLC
Director
Period of report
Oct 4, 2018
Accepted (ET)
Oct 9, 2018 · 1:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001297989
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F1,F2 | — | Oct 4, 2018 | A | 1,199 | A | — | — | Common Stock, par value $0.001 per share | 1,199 | 1,199 | I |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the common stock ("Common Stock") of ExlService Holdings, Inc. (the "Issuer") upon settlement.
- F2The restricted stock units vest upon the earlier of (i) the first anniversary of the date of grant, (ii) the date on which the reporting person's term as a member of the Board of Directors of the Issuer (the "Board") expires if the reporting person is not subsequently elected to a new term on the Board, and (iii) the occurrence of a "Change in Control", as defined in the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan (the "Plan"), and such awards settle upon the earlier of (i) the reporting person's death, (ii) the occurrence of a "Change of Control", as defined in the Plan and (iii) the date that is 180 days following the date on which the reporting person ceases to serve as a member of the Board for any reason other than due to such reporting person's death or, if later, the date of the reporting person's separation from service.
- F3Mr. Pandit serves on the Board and is the Chairman and Chief Executive Officer of Orogen Echo LLC ("OE"). Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the sole members with joint investment control of The Orogen Group LLC ("Orogen"), which is the sole member of OE. Mr. Pandit has majority voting control of Orogen Holdings LLC. Atairos Group, Inc. ("Atairos") is the sole voting shareholder of Atairos-Orogen Holdings, LLC. Michael Angelakis is the Chairman and Chief Executive Officer of Atairos and controls a majority of the voting power of Atairos Partners GP, Inc., which is the general partner of Atairos Partners L.P., the sole voting shareholder of Atairos.
- F4Each of the reporting persons, other than Mr. Pandit, is acting as a director by deputization of the Issuer with respect to Mr. Pandit's membership on the Board. Each of the reporting persons may be deemed to have direct or indirect beneficial ownership of the reported securities, as applicable, but disclaims such beneficial ownership except to the extent of its pecuniary interest therein.