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 *
  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, 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, MA 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
Director 10% Owner Officer Other
BAIN CAPITAL INVESTORS LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116
    X    
Glory Investments A Ltd
JOHN HANOCK TOWER,
200 CLARENDON STREET
BOSTON, MA 02116
    X    
Glory Investments B Ltd
JOHN HANOCK TOWER,
200 CLARENDON STREET
BOSTON, MA 02116
    X    
Glory Investments IV Ltd
JOHN HANOCK TOWER,
200 CLARENDON STREET
BOSTON, MA 02116
    X    
Glory Investments IV-B Ltd
JOHN HANOCK TOWER,
200 CLARENDON STREET
BOSTON, MA 02116
    X    
Bain Capital Partners Asia II, L.P.
JOHN HANOCK TOWER,
200 CLARENDON STREET
BOSTON, MA 02116
    X    
Bain Capital Partners X, L.P.
JOHN HANOCK TOWER,
200 CLARENDON STREET
BOSTON, MA 02116
    X    
GLORY INVESTMENTS TA IV Ltd
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116
    X    
BCIP Associates IV, L.P.
JOHN HANOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116
    X    
BCIP Associates IV-B, L.P.
JOHN HANOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116
    X    

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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