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 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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1. Name and Address of Reporting Person * Kapoor Rohit   2. Issuer Name and Ticker or Trading Symbol ExlService Holdings, Inc. [EXLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 280 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/07/2012 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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               1,426,237 D (1)   Common Stock, par value $0.001 per share               177,134 I See footnote (2) Common Stock, par value $0.001 per share               84,000 I See footnote (3) Common Stock, par value $0.001 per share               84,000 I See footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Restricted Stock

$ 0

02/07/2012

A

3,730

(5)

02/07/2022

Common Stock, par value $0.001 per share

3,730

$ 0

3,730

D

Employee Stock Options (right to buy)

$ 24.77

02/07/2012

A

97,500

(6)

02/07/2022

Common Stock, par value $0.001 per share

97,500

$ 0

97,500

D

Restricted Stock

$ 0

02/07/2012

A

37,500

(7)

02/07/2022

Common Stock, par value $0.001 per share

37,500

$ 0

37,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kapoor Rohit 280 PARK AVENUE NEW YORK, NY 10017	X		President & CEO

Signatures

/s/ Lazbart Oseni, Attorney-in-Fact		02/09/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Owned by Rohit Kapoor.
(2)	Owned by Rohit Kapoor 2005 Grantor Retained Annuity Trust.
(3)	Owned by Rohit Kapoor Spousal Lifetime Access Trust.
(4)	Owned by Shikha Kapoor 2005 Family Trust.
(5)	The restricted stock will vest in three equal annual installments, beginning on February 7 2012. Vesting of some or all of the restricted stock may be accelerated upon or in connection with the occurrence of a "Change in Control" as such term is defined in agreement governing the grant of the restricted stock.
(6)	The stock options will vest in four equal annual installments, beginning on February 7, 2013. Vesting will be accelerated upon certain terminations of employment and upon a change in control (as defined in the ExlService Holdings, Inc. 2006 Omnibus Award Plan).
(7)	The restricted stock will vest in four equal annual installments, beginning on February 7, 2013. Vesting will be accelerated upon certain terminations of employment and upon a change in control (as defined in the ExlService Holdings, Inc. 2006 Omnibus Award Plan).
Remarks: Mr. Oseni is the Company's Head of Administration and Accounts.

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