Edgar Filing: BAIN CAPITAL INVESTORS LLC

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BAIN CAPITAL INVESTORS LLC

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

200 CLARENDON STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2017

(Street)

BOSTON, MA 02116

4. If Amendment, Date Original Filed(Month/Day/Year)

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 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 Shares	11/20/2017		S		8,500,194	D	$ 30.26	40,538,196	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

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

(A)

(D)

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
BAIN CAPITAL INVESTORS LLC 200 CLARENDON STREET BOSTON, MA 02116		X
Bain Capital Partners Asia II, L.P. 200 CLARENDON STREET BOSTON, MA 02116		X
Bain Capital Partners X, L.P. 200 CLARENDON STREET BOSTON, MA 02116		X
BCIP Associates IV, L.P. 200 CLARENDON STREET BOSTON, MA 02116		X
BCIP Associates IV-B, L.P. 200 CLARENDON STREET BOSTON, MA 02116		X
Glory Investments A Ltd 200 CLARENDON STREET BOSTON, MA 02116		X
Glory Investments B Ltd 200 CLARENDON STREET BOSTON, MA 02116		X
Glory Investments IV Ltd 200 CLARENDON STREET BOSTON, MA 02116		X
Glory Investments IV-B Ltd 200 CLARENDON STREET BOSTON, MA 02116		X

Signatures

BAIN CAPITAL INVESTORS, LLC, By: /s/ David Humphrey, Name: David Humphrey, Title: Managing Director		11/22/2017
^**Signature of Reporting Person		Date
BAIN CAPITAL PARTNERS ASIA II, L.P., BY: BAIN CAPITAL INVESTORS, LLC, its general partner, By: /s/ David Humphrey, Name: David Humphrey, Title: Managing Director		11/22/2017
^**Signature of Reporting Person		Date
BAIN CAPITAL PARTNERS X, L.P., BY: BAIN CAPITAL INVESTORS, LLC, its general partner, By: /s/ David Humphrey, Name: David Humphrey, Title: Managing Director		11/22/2017
^**Signature of Reporting Person		Date
BCIP ASSOCIATES IV, L.P., BY: BOYLSTON COINVESTORS, LLC, its general partner, By: /s/ David Humphrey, Name: David Humphrey, Title: Authorized Signatory		11/22/2017
^**Signature of Reporting Person		Date
BCIP ASSOCIATES IV-B, L.P., BY: BOYLSTON COINVESTORS, LLC, its general partner, By: /s/ David Humphrey, Name: David Humphrey, Title: Authorized Signatory		11/22/2017
^**Signature of Reporting Person		Date
GLORY INVESTMENTS A LIMITED, By: /s/ James Hildebrandt, Name: James Hildebrandt, Title: Director		11/22/2017
^**Signature of Reporting Person		Date
GLORY INVESTMENTS B LIMITED, By: /s/ James Hildebrandt, Name: James Hildebrandt, Title: Director		11/22/2017
^**Signature of Reporting Person		Date
GLORY INVESTMENTS IV LIMITED, By: /s/ James Hildebrandt, Name: James Hildebrandt, Title: Director		11/22/2017
^**Signature of Reporting Person		Date
GLORY INVESTMENTS IV-B LIMITED, By: /s/ James Hildebrandt, Name: James Hildebrandt, Title: Director		11/22/2017
^**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)	Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners Asia II, L.P. ("Asia II"). Asia II is the Class A shareholder of Glory Investments A Limited ("Glory A"). As a result, Asia II may be deemed to beneficially own Common Shares held by Glory A. Asia II disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 20, 2017, Glory A sold 2,367,136 Common Shares. Following such sale, Glory A held 11,289,074 Common Shares.
(2)	BCI is the general partner of Bain Capital Partners X, L.P. ("BCP X"). BCP X is the Class A shareholder of Glory Investments B Limited ("Glory B"). As a result, BCP X may be deemed to beneficially own Common Shares held by Glory B. BCP X disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 20, 2017, Glory B sold 5,836,761 Common Shares. Following such sale, Glory B held 27,836,041 Common Shares.
(3)	On November 20, 2017, Glory Investments IV Limited ("Glory IV"), whose Class A shareholder is BCIP Associates IV, L.P. ("BCIP IV"), whose general partner is Boylston Coinvestors, LLC ("Boylston"), sold 275,550 Common Shares. Following such sale, Glory IV held 1,314,126 Common Shares. BCIP IV may be deemed to beneficially own Common Shares held by Glory IV. BCIP IV disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(4)	On November 20, 2017, Glory Investments IV-B Limited ("Glory IV-B" and together with Glory A, Glory B and Glory IV, the "Glory Entities"), whose Class A shareholder is BCIP Associates IV-B, L.P. ("BCIP IV-B"), whose general partner is Boylston, sold 20,747 shares of Common Stock. Following such sale, Glory IV-B held 98,955 Common Shares. BCIP IV-B may be deemed to beneficially own Common Shares held by Glory IV-B. BCIP IV-B disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(5)	The governance, investment strategy and decision-making process with respect to investments held by the Glory Entities is directed by the Global Private Equity Board of BCI. By virtue of the relationships described in these footnotes, BCI may be deemed to share voting and dispositive power with respect to the Common Shares held by the Glory Entities. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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