4//SEC Filing
PANDIT VIKRAM S 4
Accession 0000950103-21-015509
CIK 0001297989other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 7:24 PM ET
Size
26.0 KB
Accession
0000950103-21-015509
Insider Transaction Report
Form 4
Orogen Echo LLC
Director
Transactions
- Conversion
Common Stock
2021-08-27+310,394→ 310,394 total(indirect: See Footnotes) - Conversion
3.50% Convertible Senior Notes due 2024
2021-08-27−310,394→ 1,689,606 total(indirect: See Footnotes)→ Common Stock - Disposition to Issuer
3.50% Convertible Senior Notes due 2024
2021-08-27−1,689,606→ 0 total(indirect: See Footnotes)→ Common Stock
Orogen Group LLC
Director
Transactions
- Conversion
3.50% Convertible Senior Notes due 2024
2021-08-27−310,394→ 1,689,606 total(indirect: See Footnotes)→ Common Stock - Conversion
Common Stock
2021-08-27+310,394→ 310,394 total(indirect: See Footnotes) - Disposition to Issuer
3.50% Convertible Senior Notes due 2024
2021-08-27−1,689,606→ 0 total(indirect: See Footnotes)→ Common Stock
Orogen Holdings LLC
Director
Transactions
- Conversion
3.50% Convertible Senior Notes due 2024
2021-08-27−310,394→ 1,689,606 total(indirect: See Footnotes)→ Common Stock - Conversion
Common Stock
2021-08-27+310,394→ 310,394 total(indirect: See Footnotes) - Disposition to Issuer
3.50% Convertible Senior Notes due 2024
2021-08-27−1,689,606→ 0 total(indirect: See Footnotes)→ Common Stock
Atairos Group, Inc.
Director
Transactions
- Disposition to Issuer
3.50% Convertible Senior Notes due 2024
2021-08-27−1,689,606→ 0 total(indirect: See Footnotes)→ Common Stock - Conversion
3.50% Convertible Senior Notes due 2024
2021-08-27−310,394→ 1,689,606 total(indirect: See Footnotes)→ Common Stock - Conversion
Common Stock
2021-08-27+310,394→ 310,394 total(indirect: See Footnotes)
Atairos Partners GP, Inc.
Director
Transactions
- Conversion
Common Stock
2021-08-27+310,394→ 310,394 total(indirect: See Footnotes) - Conversion
3.50% Convertible Senior Notes due 2024
2021-08-27−310,394→ 1,689,606 total(indirect: See Footnotes)→ Common Stock - Disposition to Issuer
3.50% Convertible Senior Notes due 2024
2021-08-27−1,689,606→ 0 total(indirect: See Footnotes)→ Common Stock
Atairos Partners, L.P.
Director
Transactions
- Disposition to Issuer
3.50% Convertible Senior Notes due 2024
2021-08-27−1,689,606→ 0 total(indirect: See Footnotes)→ Common Stock - Conversion
Common Stock
2021-08-27+310,394→ 310,394 total(indirect: See Footnotes) - Conversion
3.50% Convertible Senior Notes due 2024
2021-08-27−310,394→ 1,689,606 total(indirect: See Footnotes)→ Common Stock
PANDIT VIKRAM S
Director
Transactions
- Disposition to Issuer
3.50% Convertible Senior Notes due 2024
2021-08-27−1,689,606→ 0 total(indirect: See Footnotes)→ Common Stock - Conversion
Common Stock
2021-08-27+310,394→ 310,394 total(indirect: See Footnotes) - Conversion
3.50% Convertible Senior Notes due 2024
2021-08-27−310,394→ 1,689,606 total(indirect: See Footnotes)→ Common Stock
Atairos-Orogen Holdings, LLC
Director
Transactions
- Conversion
3.50% Convertible Senior Notes due 2024
2021-08-27−310,394→ 1,689,606 total(indirect: See Footnotes)→ Common Stock - Conversion
Common Stock
2021-08-27+310,394→ 310,394 total(indirect: See Footnotes) - Disposition to Issuer
3.50% Convertible Senior Notes due 2024
2021-08-27−1,689,606→ 0 total(indirect: See Footnotes)→ Common Stock
Angelakis Michael J
Director
Transactions
- Conversion
Common Stock
2021-08-27+310,394→ 310,394 total(indirect: See Footnotes) - Disposition to Issuer
3.50% Convertible Senior Notes due 2024
2021-08-27−1,689,606→ 0 total(indirect: See Footnotes)→ Common Stock - Conversion
3.50% Convertible Senior Notes due 2024
2021-08-27−310,394→ 1,689,606 total(indirect: See Footnotes)→ Common Stock
Footnotes (5)
- [F1]Reflects an exchange of $150 million aggregate principal amount of the Issuer's 3.50% Convertible Senior Notes due October 1, 2024 (the "2024 Notes") held by the Reporting Persons for (i) a cash payment of $200 million plus accrued and unpaid interest on the reported securities through, and including, August 26, 2021 and (ii) 310,394 shares of common stock of the Issuer, par value $0.001 per share ("Common Stock"), which share amount was calculated using a 20-day volume weighted average price ending on, and including, August 26, 2021.
- [F2]Under the terms of the 2024 Notes, upon conversion of the 2024 Notes, the Issuer was required to deliver, at the Issuer's election, cash, shares of Common Stock, or a combination of cash and shares of Common Stock. The 2024 Notes had an initial conversion rate of 13.3333 shares of Common Stock per $1,000 principal amount of the 2024 Notes, which was the equivalent of an initial conversion price of approximately $75 per share of Common Stock. The initial conversion rate was subject to adjustment from time to time in accordance with the terms of an indenture, dated as of October 4, 2018, by and between the Issuer and Citibank, N.A., as trustee.
- [F3]Orogen Echo LLC ("OE") directly owns the reported securities. The Orogen Group LLC ("Orogen") is the sole member of OE and Vikram S. Pandit ("Mr. Pandit") is the Chairman and Chief Executive Officer of Orogen and serves on the board of directors of ExlService Holdings, Inc. (the "Issuer"). Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the sole members with joint investment control of Orogen. Mr. Pandit has majority voting control of Orogen Holdings LLC. Atairos Group, Inc. ("Atairos") is the sole voting shareholder of Atairos-Orogen Holdings, LLC. Michael Angelakis is the Chairman and Chief Executive Officer of Atairos and controls a majority of the voting power of Atairos Partners GP, Inc., which is the general partner of Atairos Partners L.P., the sole voting shareholder of Atairos.
- [F4]Each of the Reporting Persons, other than Mr. Pandit, is acting as a director by deputization of the Issuer with respect to Mr. Pandit's membership on the board of directors of the Issuer. Each of the Reporting Persons may be deemed to have direct or indirect beneficial ownership of the reported securities, as applicable, but disclaims such beneficial ownership except to the extent of its pecuniary interest therein.
- [F5]The reported securities were convertible at any time prior to the close of business on the scheduled trading day immediately preceding October 1, 2024, subject to earlier conversion or redemption in accordance with their terms.
Documents
Issuer
ExlService Holdings, Inc.
CIK 0001297989
Entity typeother
Related Parties
1- filerCIK 0001183417
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 7:24 PM ET
- Size
- 26.0 KB