SEC Form 4 · accession 0000899243-16-027054

Genpact LTD · G

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This report is filed jointly by GIC Private Limited (k/n/a Government of Singapore Investment Corporation Pte. Ltd.) ("GIC"), GIC Special Investments Pte. Ltd. ("GICSI") and Twickenham Investment Private Limited ("Twickenham", and together with GIC and GICSI, the "Reporting Persons").
• F2The price reported in Column 4 is a weighted average price. On August 11, 2016, GIC sold 3,074 Common Shares in multiple transactions at prices ranging from $24.10 - $24.105, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in footnote (2) of this Form 4.
• F3GIC is the direct owner of 230,975 Common Shares of the Issuer and Twickenham is the direct owner of 10,162,602 Common Shares of the Issuer. Twickenham is controlled and managed by GICSI, which is in turn wholly-owned by GIC. GICSI and GIC may be deemed to share voting and dispositive power with respect to 10,162,602 directly owned by Twickenham. No individual has beneficial ownership over the Common Shares beneficially owned by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
• F4On October 25, 2012, (i) Twickenham, Glory Investments A Limited ("Glory A"), Glory Investments B Limited ("Glory B"), Glory Investments IV Limited ("Glory IV"), Glory Investments IV-B Limited ("Glory IV-B"), RGIP, LLC ("RGIP" and collectively with Glory A, Glory B, Glory IV, Glory IV-B and Twickenham, the "Genpact Investors"), Glory Investments TA IV Limited ("Glory TA") and the Issuer entered into an amended and restated shareholders agreement (the "Shareholders Agreement"), and (ii) the Genpact Investors and Glory TA entered into an investor agreement ("Investor Agreement").
• F5Pursuant to the Investor Agreement, the Genpact Investors irrevocably appointed a single Investors' Representative (as defined in the Investor Agreement) as its sole and exclusive agent and proxy and true and lawful attorney-in-fact to take certain actions on behalf of each of the Genpact Investors relating to the voting and disposition of the Common Shares and the exercise of certain rights under the Shareholders Agreement, including, (i) voting and dispositive authority with respect to all Common Shares held directly or indirectly by the Genpact Investors, (ii) power to exercise registration rights under the Shareholders Agreement, (iii) the exclusive power to designate all individuals with respect to which the Genpact Investors may, by rights granted to them under the Shareholders Agreement, nominate to the Issuer's board of directors (including designation of such individuals' respective replacements), and
• F6(Continued From Footnote 5) (iv) power and authority to elect to subscribe for new equity securities of Genpact on behalf of the Genpact Investors in connection with the exercise of any pre-emptive rights of the Genpact Investors under the Shareholders Agreement.
• F7As a result of the Shareholders Agreement and Investor Agreement, each of the Genpact Investors and Glory TA may be deemed to beneficially own the Common Shares held by Twickenham, Glory A, Glory B, Glory IV and Glory IV-B. Twickenham disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Remarks

MEMBER OF 10% OWNER GROUP(1)(2)(3)(4)(5)(6)(7)