Sec Form 4 Filing - Rajgopal Raj @ VIRTUSA CORP - 2013-08-06

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
Rajgopal Raj
2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [ VRTU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
C/O 2000 WEST PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/06/2013
(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 08/06/2013 M( 1 ) 2,500 ( 1 ) A $ 2.9735 ( 2 ) 101,530 D
common stock 08/06/2013 S( 1 ) 2,500 ( 1 ) D $ 25.67 ( 1 ) 99,030 D
common stock 08/06/2013 A( 3 ) 18,304 A 117,334 D
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
non-qualified stock option $ 2.9735 08/06/2013 M 2,500 ( 1 ) ( 2 ) 05/06/2015 common stock 2,500 $ 2.9735 30,769 D
performance based deferred restricted stock award ( 4 ) 08/06/2013 A 18,304 ( 4 ) ( 4 ) ( 4 ) common stock 18,304 ( 4 ) ( 4 ) 18,304 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rajgopal Raj
C/O 2000 WEST PARK DRIVE
WESTBOROUGH, MA01581
President
Signatures
Paul D. Tutun, Attorney in Fact 08/07/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were exercised and sold pursuant to a 10b5-1 Plan Agreement dated as of June 14, 2012 entered into by and between Mr. Rajgopal and an investment bank.
( 2 )The reporting person was granted an option exercisable for 143,769 shares on May 6, 2005, subject to vesting over four years. All shares are currently vested.
( 3 )On August 6, 2013, the reporting person was granted shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2014 with vesting to occur each anniversary date thereafter, under the Company's 2007 Stock Option and Incentive Plan ("2007 Plan"). The issuance price of the shares was determined based on the Company's equity award policy. The grantee retains voting rights with respect to restricted shares unless and to the extent that such shares do not vest and are forfeited.
( 4 )The reporting person was granted performance based, deferred restricted stock awards issuable for the number of shares listed above under the Company's 2007 Plan on August 6, 2013, which awards vest only upon the Company's achievement of certain revenue targets for the fiscal year ending March 31, 2014 ("FY14"). To the extent that the shares conditionally vest per the performance targets for FY14, then 33% of such awards which conditionally vested based on performance targets for FY14 will vest on 9/1/14 and the remaining 67% will vest on 3/1/16. Per the performance criteria for the award, the reporting person can earn the number of shares listed above at 100% of plan; 75% of such shares at 98% of plan; 125% of such shares at 102% of plan and 150% of such shares at 107% of plan for FY14. The issuance price of the shares was determined based on the Company's equity award policy. The grantee has no voting rights with respect to the shares underlying the award until vesting.

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