SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* OHCP GenPar (Bermuda), L.P. (Last) (First) (Middle) 201 MAIN STREET, SUITE 2415 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2007	3. Issuer Name and Ticker or Trading Symbol Genpact LTD [ G ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Footnote (1)	5. If Amendment, Date of 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

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	13,550,939	I	By Oak Hill Capital Partners (Bermuda), L.P.(1)(2)
Common Shares	347,490	I	By Oak Hill Capital Management Partners (Bermuda), L.P.(1)(2)

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: 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

1. Name and Address of Reporting Person* OHCP GenPar (Bermuda), L.P. (Last) (First) (Middle) 201 MAIN STREET, SUITE 2415 (Street) FORT WORTH TX 76102 (City) (State) (Zip)

1. Name and Address of Reporting Person* OHCP MGP (BERMUDA), LTD. (Last) (First) (Middle) 65 EAST 55TH STREET 36TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* OHCP MGP PARTNERS (BERMUDA), L.P. (Last) (First) (Middle) 201 MAIN STREET SUITE 2415 (Street) FORT WORTH TX 76102 (City) (State) (Zip)

1. Name and Address of Reporting Person* OHCP SLP (BERMUDA), LTD. (Last) (First) (Middle) 201 MAIN STREET SUITE 2415 (Street) FORT WORTH TX 76102 (City) (State) (Zip)

Explanation of Responses:

1. OHCP GenPar (Bermuda), L.P. ("GenPar") is the general partner of Oak Hill Capital Partners (Bermuda), L.P. ("OHCP") and Oak Hill Capital Management Partners (Bermdua), L.P. ("OHCMP"). OHCP MGP Partners (Bermuda), L.P. ("MGP Partners") is the general partner of GenPar. OHCP MGP (Bermuda), Ltd. ("OHCP MGP") is the general partner of MGP Partners. OHCP SLP (Bermuda), Ltd. ("SLP") exercises voting and dispositive control over the shares held by OHCP and OHCMP.

2. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), GenPar, MGP Partners, OHCP MGP and SLP are deemed to be beneficial owners of the securities owned by OHCP and OHCMP only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of OHCP and OHCMP. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that GenPar, MGP Partners, OHCP MGP or SLP is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by OHCP or OHCMP in excess of such amount.

Remarks:

(3) By OHCP MGP, on its behalf and separately as general partner of MGP Parntners and on behalf of MGP Partners as general partner of GenPar. (4) By SLP.

	/s/ John R. Monsky, Authorized Signatory (3)	08/01/2007
	/s/ John R. Monsky, Authorized Signatory (3)	08/01/2007
	/s/ John R. Monsky, Authorized Signatory (3)	08/01/2007
	/s/ John R. Monsky, Authorized Signatory (4)	08/01/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.