SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Under
the Securities Exchange Act of 1934
SCHEDULE
13G
Final
Amendment
INFORMATION
STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
WNS
(HOLDINGS) LIMITED
(Name
of
Issuer)
ADR
(Title
of
Class of Securities)
92932M101
(CUSIP
Number)
November
30,
2006
(Date
of
Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
ý
Rule
13d-1(b)
¨
Rule
13d-1(c)
¨
Rule
13d-1(d)
Page
1 of
6 Pages
SCHEDULE
13G
CUSIP
No.
92932M101
Page
2
of 6 Pages
|
1)
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gilder,
Gagnon, Howe & Co. LLC
13-3174112
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|||
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2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
|
3)
|
SEC
USE ONLY
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4)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5)
|
SOLE
VOTING POWER
19,850
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||
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6)
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SHARED
VOTING POWER
None
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7)
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SOLE
DISPOSITIVE POWER
None
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8)
|
SHARED
DISPOSITIVE POWER
985,365
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9)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,365
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10)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
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|
11)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
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12)
|
TYPE
OF REPORTING PERSON
BD
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Schedule
13G
Item
1(a). Name
of Issuer:
WNS
(HOLDINGS) LIMITED
Item
1(b). Address
of Issuer’s Principal Executive Offices:
Gate
4,
Godrej & Boyce Complex
Pirojshanagar,
Vikroli (W)
Mumbai,
400 079, India
Item
2(a). Name
of Person Filing:
Gilder,
Gagnon, Howe & Co. LLC
Item
2(b). Address
of Principal Business Office or, if None, Residence:
1775
Broadway, 26th Floor
New
York,
NY 10019
Item
2(c). Citizenship:
New
York
Item
2(d). Title
of Class of Securities:
ADR
Item
2(e). CUSIP
Number:
92932M101
Item
3.
If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c),
check whether the person filing is a:
|
(a)
|
x
|
Broker
or Dealer Registered Under Section 15 of the Act (15 U.S.C.
78o)
|
|
(b)
|
¨
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c)
|
|
(c)
|
¨
|
Insurance
Company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c)
|
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(d)
|
¨
|
Investment
Company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8)
|
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(e)
|
¨
|
Investment
Adviser in accordance with §
240.13d-1(b)(1)(ii)(E)
|
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(f)
|
¨
|
Employee
benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F)
|
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(g)
|
¨
|
Parent
Holding Company or control person in accordance with
§240.13d-1(b)(ii)(G)
|
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(h)
|
¨
|
Savings
Association as defined in §3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813)
|
|
(i)
|
¨
|
Church
plan that is excluded from the definition of an investment company
under
§3(c)(15) of the Investment Company Act of 1940 (15 U.S.C.
80a-3)
|
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(j)
|
¨
|
Group,
in accordance with
§240.13d-1(b)(ii)(J)
|
Item
4. Ownership.
|
(a)
|
Amount
beneficially owned: 985,365
|
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(b)
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Percent
of class: 2.8%
|
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(c)
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Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
19,850
|
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(ii)
|
Shared
power to vote or to direct the vote:
None
|
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(iii)
|
Sole
power to dispose or to direct the disposition of:
None
|
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(iv)
|
Shared
power to dispose or to direct the disposition of:
985,365
|
The
shares reported include 690,235 shares held in customer accounts over which
partners and/or employees of the Reporting Person have discretionary authority
to dispose of or direct the disposition of the shares, 275,280 shares held
in
accounts owned by the partners of the Reporting Person and their families,
and
19,850 shares held in the account of the profit-sharing plan of the Reporting
Person (“the Profit-Sharing Plan”).
Item
5. Ownership
of Five Percent or Less of a Class.
This
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities.
Item
6. Ownership
of More than Five Percent on Behalf of Another Person.
Not
applicable
Item
7.
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company.
Not
applicable
Item
8. Identification
and Classification of Members of the Group.
Not
applicable
Item
9. Notice
of Dissolution of Group.
Not
applicable
Item
10.
Certification.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After
reasonable inquiry and to the best knowledge and belief of the undersigned,
the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
December
11,
2006
Date
/s/
Walter
Weadock
Signature
Walter
Weadock,
Member
Name/Title