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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Saumur Darren
2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2019
3. Issuer Name and Ticker or Trading Symbol
Genpact LTD [G]
(Last)
(First)
(Middle)
C/O GENPACT LLC, 1155 AVENUE OF THE AMERICAS, 4TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10036
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 60,754 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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
Employee Stock Option (Right to Buy) 04/09/2021(2) 04/08/2028 Common Shares 70,000 $ 31.37 D  
Employee Stock Option (Right to Buy) 01/10/2022(3) 01/09/2029 Common Shares 120,072 $ 27.7 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Saumur Darren
C/O GENPACT LLC
1155 AVENUE OF THE AMERICAS, 4TH FLOOR
NEW YORK, NY 10036
      Senior Vice President  

Signatures

/s/ Heather White, as Attorney-in-fact for Darren Saumur 02/25/2019
**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) Includes (i) 35,000 shares underlying restricted stock units granted under the Genpact Limited 2017 Omnibus Incentive Compensation Plan, 50% of which vest on April 9, 2019 and the remaining 50% of which vest on April 9, 2020, subject to the reporting person's continued service through each vesting date, and (ii) 25,754 shares underlying performance share units (PSUs) granted on April 9, 2018 that were subject to performance conditions which have been satisfied. Each PSU represents the contingent right to receive one common share. The PSUs will vest on January 10, 2021, subject to the reporting person's continued service through such date.
(2) The option vests 50% on April 9, 2021 and 50% on April 9, 2023.
(3) The option vests 50% on January 10, 2022 and 50% on January 10, 2024.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.