eh1200177_13ga1-oak.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
ExlService Holdings, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
302081104
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[_] Rule 13d-1(b)
 
[_] Rule 13d-1(c)
 
[X] Rule 13d-1(d)
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 

 
 
 
 
 

CUSIP No.  302081104
 SCHEDULE 13G
Page 2 of 9 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oak Hill Capital Partners, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
5,403,942
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
5,403,942
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,403,942
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.3%
  
12
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 
 
 

CUSIP No. 302081104
 SCHEDULE 13G
Page 3 of 9 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oak Hill Capital Management Partners, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
138,562
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
138,562
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
138,562
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.4%
  
12
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 
 

CUSIP No. 302081104
 SCHEDULE 13G
Page 4 of 9 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OHCP GenPar, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
5,542,504
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
5,542,504
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,542,504
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.7%
  
12
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 
 

CUSIP No. 302081104
 SCHEDULE 13G
Page 5 of 9 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OHCP MGP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
5,542,504
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
5,542,504
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,542,504
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.7%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 

CUSIP No.  302081104
 SCHEDULE 13G
Page 6 of 9 Pages


 
Item 1(a). 
Name of Issuer:
 
ExlService Holdings, Inc.
 
Item1(b).
Address of Issuer’s Principal Executive Offices:
 
280 Park Avenue
New York, New York 10017

Item 2(a). 
Name of Persons Filing:
 
Oak Hill Capital Partners, L.P. (“OHCP”);
Oak Hill Capital Management Partners, L.P. (“OHCMP”);
OHCP GenPar, L.P. (“OHCP GenPar”); and
OHCP MGP, LLC (“OHCP MGP” and together with OHCP, OHCMP and OHCP GenPar, the “Reporting Persons”).

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

Item 2(b). 
Address of Principal Business Office or, if none, Residence of each Reporting Person:
 
201 Main Street
Suite 1018
Fort Worth, TX  76102

Item 2(c). 
Citizenship:
 
 
OHCP - Delaware
 
OHCMP - Delaware
 
OHCP GenPar - Delaware
 
OHCP MGP - Delaware

Item 2(d). 
Title of Class of Securities:
 
Common Stock, par value $0.001 per share (the “Common Stock”)
 
Item 2(e). 
CUSIP Number:
 
302081104
 

 
 
 
 

CUSIP No.  302081104
 SCHEDULE 13G
Page 7 of 9 Pages

 
Item 3.
This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c).
 
Item 4. 
Ownership
 
OHCP
 
OHCP beneficially owns an aggregate of 5,403,942 shares of Common Stock, which represents approximately 17.3% of the issued and outstanding shares of Common Stock.  OHCP has the sole power to vote or direct the vote of 5,403,942 shares of Common Stock and the sole power to dispose or to direct the disposition of 5,403,942 shares of Common Stock.
 
OHCMP
 
OHCMP beneficially owns an aggregate of 138,562 shares of Common Stock, which represents approximately 0.4% of the issued and outstanding shares of Common Stock.  OHCMP has the sole power to vote or direct the vote of 138,562 shares of Common Stock and the sole power to dispose or to direct the disposition of 138,562 shares of Common Stock.
 
OHCP GenPar
 
OHCP GenPar is the sole general partner of both OHCP and OHCMP. As the sole general partner of OHCP and OHCMP, OHCP GenPar beneficially owns an aggregate of 5,542,504 shares of Common Stock, which represents approximately 17.7% of the issued and outstanding shares of Common Stock.  As the sole general partner of OHCP and OHCMP, OHCP GenPar has the sole power to vote or direct the vote of 5,542,504 shares of Common Stock and the sole power to dispose or to direct the disposition of 5,542,504 shares of Common Stock.
 
OHCP MGP
 
OHCP MGP is the sole general partner of OHCP GenPar. As the sole general partner of OHCP GenPar, OHCP MGP may be deemed to beneficially own an aggregate of 5,542,504 shares of Common Stock, which represents approximately 17.7% of the issued and outstanding shares of Common Stock.  As the sole general partner of OHCP GenPar, OHCP MGP may be deemed to have the sole power to vote or direct the vote of 5,542,504 shares of Common Stock and the sole power to dispose or to direct the disposition of 5,542,504 shares of Common Stock.
 
 
 
 
 
 

CUSIP No.  302081104
 SCHEDULE 13G
Page 8 of 9 Pages

 
 
Item 5. 
Ownership of Five Percent or Less of a Class
 
Not Applicable
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
 
Not Applicable
 
Item 8.
Identification and Classification of Members of the Group
 
Not Applicable
 
Item 9. 
Notice of Dissolution of Group
 
Not Applicable
 
Item 10. 
Certifications

Not Applicable
 
 
 
 
 
 

CUSIP No.  302081104
 SCHEDULE 13G
Page 9 of 9 Pages

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief,  I certify that the information set forth in this statement is true, complete and correct.
 
Date:  January 25, 2012
 
  OAK HILL CAPITAL PARTNERS, L.P.  
       
 
By:
OHCP GenPar, L.P., its General Partner
  
         
    By:
OHCP MGP, LLC, its General Partner
  
         
    By: /s/  John R. Monsky  
      Name:  John R. Monsky  
      Title:    Vice President   
         
 
  
 
 
OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
  
       
 
By:
 OHCP GenPar, L.P., its General Partner  
         
    By:
OHCP MGP, LLC, its General Partner
  
         
    By: /s/  John R. Monsky  
      Name:  John R. Monsky  
      Title:    Vice President   
         
 
  
 
 
OHCP GENPAR, L.P.
  
       
 
By:
OHCP MGP, LLC, its General Partner
  
         
    By: /s/  John R. Monsky  
      Name:  John R. Monsky  
      Title:    Vice President   
         
 
  
 
 
OHCP MGP, LLC
  
       
    By: /s/  John R. Monsky  
      Name:  John R. Monsky  
      Title:    Vice President