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 BAIN CAPITAL INVESTORS LLC

2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2012

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

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER,Â 200 CLARENDON STREET

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

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

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

(Street)

BOSTON,Â MAÂ 02116

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, par value $0.01 per share	57,537,264	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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
BAIN CAPITAL INVESTORS LLC JOHN HANCOCK TOWER 200 CLARENDON STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
Glory Investments A Ltd JOHN HANOCK TOWER, 200 CLARENDON STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
Glory Investments B Ltd JOHN HANOCK TOWER, 200 CLARENDON STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
Glory Investments IV Ltd JOHN HANOCK TOWER, 200 CLARENDON STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
Glory Investments IV-B Ltd JOHN HANOCK TOWER, 200 CLARENDON STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
Bain Capital Partners Asia II, L.P. JOHN HANOCK TOWER, 200 CLARENDON STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
Bain Capital Partners X, L.P. JOHN HANOCK TOWER, 200 CLARENDON STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
GLORY INVESTMENTS TA IV Ltd JOHN HANCOCK TOWER 200 CLARENDON STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
BCIP Associates IV, L.P. JOHN HANOCK TOWER 200 CLARENDON STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â
BCIP Associates IV-B, L.P. JOHN HANOCK TOWER 200 CLARENDON STREET BOSTON,Â MAÂ 02116	Â	Â X	Â	Â

Signatures

BAIN CAPITAL PARTNERS ASIA II, L.P., BAIN CAPITAL PARTNERS X, L.P., BCIP ASSOCIATES IV, L.P., BCIP ASSOCIATES IV-B, L.P., BAIN CAPITAL INVESTORS, LLC /s/ Mark Nunnelly		11/05/2012
^**Signature of Reporting Person		Date
GLORY INVESTMENTS A LIMITED, GLORY INVESTMENTS B LIMITED, GLORY INVESTMENTS IV LIMITED, GLORY INVESTMENTS IV-B LIMITED, GLORY INVESTMENTS TA IV LIMITED /s/ Ranesh Ramanathan		11/05/2012
^**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)	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, each of BCI and Asia II may be deemed to beneficially own Common Shares held by Glory A. Each of BCI and Asia II disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(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, each of BCI and BCP X may be deemed to beneficially own Common Shares held by Glory B. Each of BCI and BCP X disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(3)	BCI is the general partner of BCIP Associates IV, L.P. ("BCIP IV"). BCIP IV is the Class A shareholder of Glory Investments IV Limited ("Glory IV"). As a result, each of BCI and BCIP IV may be deemed to beneficially own Common Shares held by Glory IV. Each of BCI and BCIP IV disclaim beneficial ownership to such securities except to the extent of its pecuniary interest therein.
(4)	BCI is the general partner of BCIP Associates IV-B, L.P. ("BCIP IV-B"). BCIP IV-B is the Class A shareholder of Glory Investments IV-B Limited ("Glory IV-B"). As a result, each of BCI and BCIP IV-B may be deemed to beneficially own Common Shares held by Glory IV-B. Each of BCI and BCIP IV-B disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(5)	Glory A, Glory B, Glory IV, Glory IV-B and Glory Investments TA IV Limited ("Glory TA IV") are party to an amended and restated shareholders agreement and an investor agreement, each dated October 25, 2012, pursuant to which Glory TA IV was appointed as representative of the investors named therein for matters relating to the voting and disposition of the Common Shares. BCI is the Class A shareholder of Glory TA IV. As a result, each of BCI and Glory TA IV may be deemed to beneficially own Common Shares held by Glory A, Glory B, Glory IV and Glory IV-B. Each of BCI and Glory TA IV disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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