Form 4 PeopleSupport, Inc. For: Oct 25 Filed by: Rosenzweig Lance (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rosenzweig Lance

(Last)

(First)

(Middle)

2049 CENTURY PARK EAST, SUITE 300

(Street)

LOS ANGELES,

90067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PeopleSupport, Inc. [PSPT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, President, Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2008

4. If Amendment, Date of 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

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/25/2008		M		7,497	A	$ 0	577,678 ⁽¹⁾	D
Common Stock								120,018 ⁽²⁾	I	By trust
Common Stock	10/26/2008		M		8,032	A	$ 0	585,710 ⁽³⁾	D
Common Stock								120,018 ⁽⁴⁾	I	By trust

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

10/25/2008

11,667 ⁽⁵⁾

⁽⁶⁾

Common Stock

11,667 ⁽⁵⁾

$ 0

179,167 ⁽⁷⁾

Restricted Stock Units

$ 0

10/26/2008

12,500 ⁽⁸⁾

⁽⁹⁾

Common Stock

12,500 ⁽⁸⁾

$ 0

166,667 ⁽¹⁰⁾

Explanation of Responses:

1. Includes 7,497 Restricted Stock Units (RSUs) that were released upon vesting on October 25, 2008 and previous holdings of 570,181 shares.

2. Includes 116,369 shares held by the Rosenzweig 2004 Irrevocable Trust of which the reporting person is a trustee, and 3,649 shares held by the C/F Rebecca Rosenzweig CA UGMA of which the reporting person is a trustee.

3. Includes 8,032 Restricted Stock Units (RSUs) that were released upon vesting on October 26, 2008 and previous holdings of 577,678 shares.

4. Includes 116,369 shares held by the Rosenzweig 2004 Irrevocable Trust of which the reporting person is a trustee, and 3,649 shares held by the C/F Rebecca Rosenzweig CA UGMA of which the reporting person is a trustee.

5. Upon release of the RSUs on October 25, 2008, the company withheld 4,170 RSUs to cover the tax withholdings owed by Mr. Rosenzweig from the release of RSUs.

6. Not applicable.

7. Includes 11,667 unvested RSUs following the release on October 25, 2008 and previous holdings of 167,500 RSUs which include 130,000 in retention RSUs as previously reported.

8. Upon release of the RSUs on October 26, 2008, the company withheld 4,468 RSUs to cover the tax withholdings owed by Mr. Rosenzweig from the release of RSUs.

9. Not applicable.

10. Includes 25,000 unvested RSUs following the release on October 26, 2008 and previous holdings of 141,667 RSUs which include 130,000 in retention RSUs as previously reported.

	/s/ Peter Phan, by Power of Attorney for Lance Rosenzweig	10/28/2008
	** 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 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).
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.

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