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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1. Name and Address of Reporting Person * DENNING STEVEN A   2. Issuer Name and Ticker or Trading Symbol Genpact LTD [G] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GENERAL ATLANTIC SERVICE COMPANY LLC, 3 PICKWICK PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 08/07/2007 (Street) GREENWICH, CT 06830 4. If Amendment, Date Original Filed(Month/Day/Year) 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 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) Code V Amount (A) or (D) Price Common Shares 08/07/2007   S   5,882,353 D $ 14 53,416,350 (1) (2) I See Footnotes (1) (2)

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DENNING STEVEN A C/O GENERAL ATLANTIC SERVICE COMPANY LLC 3 PICKWICK PLAZA GREENWICH, CT 06830	X

Signatures

/s/ Steven A. Denning		08/08/2007
**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)	Certain investment funds affiliated with General Atlantic LLC ("General Atlantic") own shares of Genpact Investment Co. (Lux) SICAR S.a.r.l. ("GICo"), which sold 11,764,706 common shares of Genpact Limited (the "Issuer"). The 5,882,353 common shares of the Issuer shown on Table I represent 4,184,588 common shares owned by General Atlantic Partners (Bermuda), L.P. ("Bermuda LP"), 1,252,118 common shares owned by GAP-W International, L.P. ("GAP-W"), 73,529 common shares owned by GapStar, LLC ("GapStar"), 290,294 common shares owned by GAP Coinvestments III, LLC ("Coinvestments III"), 75,706 common shares owned by GAP Coinvestments IV, LLC ("Coinvestments IV") and 6,118 shares owned by GAPCO GmbH & Co. KG ("KG"), in each case based on such entity's ownership interest in GICo. General Atlantic is the sole member of GapStar.
(2)	GAP (Bermuda) Limited ("GAP Bermuda") is the general partner of Bermuda LP and GAP-W. GAPCO Management GmbH ("GmbH Management") is the general partner of KG. The Managing Directors of General Atlantic are the managing members of Coinvestments III and Coinvestments IV and the directors of GAP Bermuda. The Managing Directors of General Atlantic make voting and investment decisions with respect to the securities held by KG and GmbH Management. Mr. Denning is a Managing Director of General Atlantic and a Managing Member of Coinvestments III and Coinvestments IV. Mr. Denning disclaims beneficial ownership of such common shares beneficially owned by the other persons referred to above except to the extent of his pecuniary interest therein.

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