Edgar Filing: Genpact LTD

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 ^*

GE Capital (Mauritius) Holdings Ltd

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)

SUITE 413-414, REGUS MAURITIUS, EBENE HEIGHTS 34, CYBERCITY

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2010

(Street)

EBENE, O4 00000

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/24/2010		S⁽¹⁾		19,022	D	$ 14.4375	0	D ⁽²⁾
Common Shares	03/24/2010		S⁽³⁾		19,980,978	D	$ 14.4375	19,947,364	D ⁽⁴⁾

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

Equity Swap

⁽⁵⁾ ⁽⁶⁾

03/25/2010

J⁽⁵⁾⁽⁶⁾

⁽⁵⁾⁽⁶⁾

Common Shares

⁽⁵⁾ ⁽⁶⁾

D ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GE Capital (Mauritius) Holdings Ltd SUITE 413-414, REGUS MAURITIUS EBENE HEIGHTS 34, CYBERCITY EBENE, O4 00000		X
GE Capital International (Mauritius) SUITE 413-414, REGUS MAURITIUS EBENE HEIGHTS 34, CYBERCITY EBENE, O4 00000		X
GE Indian Services Holding Private LTD AIFACS BUILDING 1 RAFI MARG NEW DELHI, K7 110001		X
GE India Ventures LLC SUITE 413-414, REGUS MAURITIUS EBENE HEIGHTS 34, CYBERCITY EBENE, O4 00000		X
General Electric Capital Services Indian Investments LLC 800 LONG RIDGE ROAD STAMFORD, CT 06927		X
GENERAL ELECTRIC CAPITAL CORP 901 MAIN AVENUE NORWALK, CT 06851		X
GENERAL ELECTRIC CAPITAL SERVICES INC/CT 3135 EASTON TURNPIKE FAIRFIELD, CT 06828-0001		X
GENERAL ELECTRIC CO 3135 EASTON TURNPIKE W3F FAIRFIELD, CT 06828		X

Signatures

/s/ P. Jonas Svedlund, Attorney-in-Fact/GE Capital (Mauritius) Holdings Ltd.		03/26/2010
^**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)	Sale by GE Capital International (Mauritius) ("International").
(2)	Directly owned by International. Indirectly owned by GE Indian Services Holding Private Limited ("Indian Holding"), GE India Ventures LLC ("India Ventures"), General Electric Capital Services Indian Investments LLC ("Indian Investments"), General Electric Capital Corporation ("GECC"), General Electric Capital Services, Inc. ("GECS") and General Electric Company ("GE"). International is owned by India Ventures and Indian Holding, which is a subsidiary of India Ventures, which is a subsidiary of Indian Investments, which is a subsidiary of GECC, which is a subsidiary of GECS, which is a subsidiary of GE. Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE disclaim beneficial ownership of all shares owned by International, except to the extent of their pecuniary interest therein. See Exhibit 99.1, incorporated by reference herein.
(3)	Sale by GE Capital (Mauritius) Holdings Ltd. ("Holdings").
(4)	Directly owned by Holdings. Indirectly owned by International, Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE. Holdings is owned by GECC, India Ventures and International. International, Indian Holding, India Ventures, Indian Investments, GECC, GECS and GE disclaim beneficial ownership of all shares owned by Holdings, except to the extent of their pecuniary interest therein. See Exhibit 99.1, incorporated by reference herein.
(5)	Holdings entered into an internal cash-settled swap arrangement with an indirect wholly-owned subsidiary of GECC as the counterparty relating to 19,947,364 notional Common Shares (the "referenced assets") having a reference price of $15.53 per notional share. Following the swap's maturity (March 24, 2015) or the date of earlier acceleration thereof, Holdings will be obligated to pay the counterparty in cash an amount determined by reference to price appreciation above the reference price, and the counterparty will be obligated to pay Holdings in cash an amount determined by reference to price depreciation below the reference price. GECC, GECS and GE disclaim beneficial ownership, except to the extent of their pecuniary interest therein.
(6)	(Continuation of Footnote 5) In addition, Holdings is obligated to pay the counterparty an amount equal to any distributions received on the referenced assets during the term of the swap. The counterparty neither has nor shares voting or investment power over Common Shares.
Remarks: Exhibits 24.1, 24.2, 24.3, 24.4, 24.5, 24.6, 24.7, and 24.8 (Powers of Attorney) and Exhibit 99.1 (Joint Filer Information), incorporated herein by reference.

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