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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rosenzweig Lance
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
(Last)          (First)          (Middle)

2049 CENTURY PARK EAST, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

10/25/2008
(Street)

LOS ANGELES,, CA 90067
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Stock   10/25/2008     M    7497   A $0   577678   (1) D  
 
Common Stock                  120018   (2) I   By trust  
Common Stock   10/26/2008     M    8032   A $0   585710   (3) D  
 
Common Stock                  120018   (4) I   By trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units   $0   10/25/2008           11667   (5)     (6)   (6) Common Stock   11667   (5) $0   179167   (7) D  
 
Restricted Stock Units   $0   10/26/2008           12500   (8)     (9)   (9) Common Stock   12500   (8) $0   166667   (10) D  
 

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rosenzweig Lance
2049 CENTURY PARK EAST, SUITE 300
LOS ANGELES,, CA 90067


CEO, President, Chairman

Signatures
/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 control number.
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