Sec Form 4 Filing - Canekeratne Kris A @ VIRTUSA CORP - 2013-02-19

Insider filing report for Changes in Beneficial Ownership
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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
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
Canekeratne Kris A
2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [ VRTU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
C/O VIRTUSA CORPORATION, 2000 WEST PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2013
(Street)
WESTBOROUGH, MA01581
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock 02/19/2013 S( 1 ) 6,000 D $ 21.5998 ( 2 ) 1,241,533 ( 3 ) D
Common Stock 02/20/2013 S( 1 ) 6,000 D $ 22.1812 ( 4 ) 1,235,533 ( 3 ) D
Common Stock 02/19/2013 S( 5 ) 3,000 D $ 21.5998 ( 2 ) 317,389 I Held by spouse
Common Stock 02/20/2013 S( 5 ) 3,000 D $ 22.1812 ( 4 ) 314,389 I Held by spouse
Common Stock 60,982 I Held by Kris Canekeratne Irreovocable Trust
Common Stock 60,982 I Held by Irrevocable Trust of spouse
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Canekeratne Kris A
C/O VIRTUSA CORPORATION
2000 WEST PARK DRIVE
WESTBOROUGH, MA01581
X Chairman & CEO
Signatures
/s/ Paul D. Tutun, Attorney in Fact 02/20/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of March 5, 2012, as amended on August 13, 2012, entered into by and between Kris Canekeratne and an investment bank.
( 2 )This transaction was executed in multiple trades at prices ranging from $21.1811 to $21.92 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 3 )Includes 12,500 shares of performance based restricted stock granted under the Company's 2007 Stock Option and Incentive Plan (the "2007 Plan") on 11/3/08, which vest only upon the Company's achievement of certain revenue and operating income targets for the fiscal year ending March 31, 2013. Includes 20,000 shares of performance based restricted stock granted under the Company's 2007 Plan on August 2, 2012, which vest only upon the Company's achievement of certain revenue targets for the fiscal year ending March 31, 2013. The grantee retains voting rights with respect to the performance shares unless and to the extent that such shares do not vest and are forfeited.
( 4 )This transaction was executed in multiple trades at prices ranging from $22.00 to $22.60 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 5 )These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of March 5, 2012, as amended on August 13, 2012, entered into by and between Tushara Canekeratne and an investment bank.

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