SEC Form 4 · accession 0001209191-15-038036
ExlService Holdings, Inc. · EXLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rohit Kapoor
Officer — CEO & Vice Chairman · Director
Period of report
Apr 29, 2015
Accepted (ET)
May 1, 2015 · 5:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001297989
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2 | Apr 2, 2015 | G | 137 | $0.00 | D | 412,218 | D | |
| Common Stock, par value $0.001 per shareF3,F4 | holding | — | — | — | 126,183 | I | See Footnote | |
| Common Stock, par value $0.001 per shareF5 | holding | — | — | — | 333,185 | I | See Footnote | |
| Common Stock, par value $0.001 per shareF6 | holding | — | — | — | 177,134 | I | See Footnote | |
| Common Stock, par value $0.001 per shareF7 | holding | — | — | — | 84,000 | I | See Footnote | |
| Common Stock, par value $0.001 per shareF8 | holding | — | — | — | 84,000 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF9,F10 | — | Apr 29, 2015 | A | 100,000 | A | — | Apr 29, 2025 | Common Stock, par value $0.001 per share | 100,000 | 100,000 | D |
Explanation of responses
- F1Includes 123,817 shares previously owned indirectly through the Rohit Kapoor 2013 Grantor Retained Annuity Trust which were distributed to the reporting person on March 11, 2015 and are now owned directly and which, as a mere change in beneficial ownership, was not required to be reported.
- F10The RSUs will vest, if at all, on December 31, 2017, and will be earned as follows: 200% of the RSUs if the average fair market value of the Company's common stock over the 60 calendar days immediately preceding such date (the "Company's Average Stock Price") is equal to $50.00 or more; 100% if the Company's Average Stock Price is equal to $37.50; or 0% if the Company's Average Stock Price is equal to less than $37.50; provided, however, that the percentage of RSUs earned will be determined based on a straight-line interpolation to the extent the Company's Average Stock Price falls between $37.50 and $50.00 on the vesting date. Vesting of some or all of the RSUs may be accelerated upon or in connection with the occurrence of a "Change in Control" as such term is defined in the agreement governing the grant of the RSUs.
- F2Owned by Rohit Kapoor.
- F3Excludes 123,817 shares previously owned indirectly through the Rohit Kapoor 2013 Grantor Retained Annuity Trust which were distributed to the reporting person on March 11, 2015 and are now owned directly and which, as a mere change in beneficial ownership, was not required to be reported.
- F4Owned by the Rohit Kapoor 2013 Grantor Retained Annuity Trust.
- F5Owned by the Rohit Kapoor 2012 Family Trust.
- F6Owned by the Rohit Kapoor 2005 Grantor Retained Annuity Trust.
- F7Owned by the Rohit Kapoor Spousal Lifetime Access Trust.
- F8Owned by the Shikha Kapoor 2005 Family Trust.
- F9Each restricted stock unit ("RSU") represents a contingent right to receive shares of the Company's common stock upon settlement as described in footnote 10 below.
Remarks
Mr. Oseni is the Company's Head of Administration and Accounts