Edgar Filing: Genpact LTD

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â OHCP GenPar II (Cayman), L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2007

3. Issuer Name and Ticker or Trading Symbol
Genpact LTD [G]

(Last)

(First)

(Middle)

201 MAIN STREET, SUITE 2415,Â

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Notes (1) and (2)

5. If Amendment, Date Original Filed(Month/Day/Year)
08/01/2007

(Street)

FORT WORTH,Â TXÂ 76102

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	37,462,181	I	By Oak Hill Capital Partners II (Cayman), L.P. ⁽¹⁾ ⁽²⁾
Common Shares	1,374,457	I	By Oak Hill Capital Management Partners II (Cayman), L.P. ⁽¹⁾ ⁽²⁾
Common Shares	6,563,932	I	By Oak Hill Capital Partners II (Cayman II), L.P. ⁽¹⁾ ⁽²⁾

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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OHCP GenPar II (Cayman), L.P. 201 MAIN STREET, SUITE 2415 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	See Notes (1) and (2)
OHCP MGP PARTNERS II (CAYMAN), LTD. 201 MAIN STREET SUITE 2415 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	See Notes (1) and (2)
OHCP MGP II (Cayman), Ltd. 201 MAIN STREET, SUITE 2415 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	See Notes (1) and (2)
OHCP SLP II (CAYMAN), LTD. 201 MAIN STREET SUITE 2415 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	See Notes (1) and (2)

Signatures

/s/ Kevin G. Levy, Authorized Signatory (3)		08/08/2007
^**Signature of Reporting Person		Date
/s/ Kevin G. Levy, Authorized Signatory (3)		08/08/2007
^**Signature of Reporting Person		Date
/s/ Kevin G. Levy, Authorized Signatory (3)		08/08/2007
^**Signature of Reporting Person		Date
/s/ Kevin G. Levy, Authorized Signatory (4)		08/08/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	OHCP GenPar II (Cayman), L.P. ("GenPar") is the general partner of Oak Hill Capital Partners II (Cayman), L.P. ("OHCP"), Oak Hill Capital Management Partners II (Cayman), L.P. ("OHCMP") and Oak Hill Capital Partners II (Cayman II), L.P. ("Cayman II"). OHCP MGP Partners II (Cayman), L.P. ("MGP Partners") is the general partner of GenPar. OHCP MGP II (Cayman), Ltd. ("OHCP MGP") is the general partner of MGP Partners. OHCP SLP II (Cayman), Ltd. ("SLP") exercises voting and dispositive control over the shares held by OHCP, OHCMP and Cayman II.
(2)	Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), GenPar, MGP Partners, OHCP MGP and SLP are deemed to be beneficial owners of the securities owned by OHCP, OHCMP and Cayman II only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of OHCP, OHCMP and Cayman II. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that GenPar, MGP Partners, OHCP MGP or SLP is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities beneficially owned by OHCP, OHCMP or Cayman II in excess of such amount.
Â Remarks: (3)Â Â ByÂ OHCPÂ MGP,Â onÂ itsÂ behalfÂ andÂ separatelyÂ asÂ generalÂ partnerÂ ofÂ MGPÂ ParntnersÂ andÂ onÂ behalfÂ ofÂ MGPÂ PartnersÂ asÂ general Â partnerÂ ofÂ GenPar. (4)Â Â ByÂ SLP.

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