Sec Form 4 Filing - Rajgopal Raj @ VIRTUSA CORP - 2015-06-01

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) 06/01/2015 (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 06/01/2015 M( 1 ) 1,686 A $ 4.1942 ( 2 ) 125,060 D common stock 06/01/2015 S( 1 ) 1,686 D $ 45.3343 ( 3 ) 123,374 D common stock 06/01/2015 M( 1 ) 1,489 A $ 9.82 ( 4 ) 124,863 D common stock 06/01/2015 S( 1 ) 1,489 D $ 45.3343 ( 3 ) 123,374 D common stock 06/01/2015 F 1,922 ( 5 ) D $ 45.86 121,452 D common stock 06/01/2015 F 3,390 ( 6 ) D $ 45.86 118,062 D Common Stock 06/01/2015 F 2,156 ( 7 ) D $ 45.86 115,906 D common stock 06/01/2015 F 1,743 ( 8 ) D $ 45.86 114,163 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 nonqualified stock option $ 4.1942 06/01/2015 M 1,686 ( 1 ) ( 2 ) 08/07/2016 common stock 1,686 $ 4.1942 0 D nonqualified stock option $ 9.82 06/01/2015 M 1,489 ( 1 ) ( 4 ) 08/04/2019 common stock 1,489 $ 9.82 36,685 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 06/02/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were sold pursuant to a 10b5-1 Plan Agreement dated as of September 5, 2014 entered into by and between Mr. Rajgopal and an investment bank ( 2 )The reporting person was granted an option to purchase these shares on 08/07/2006. All shares are now vested. ( 3 )This transaction was executed in multiple trades at prices ranging from $45.075to $45.59 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. ( 4 )The reporting person was granted an option to purchase these shares on 08/04/2009. All shares are now vested. ( 5 )On May 16, 2011, the reporting person was granted 23,647 shares of time based restricted stock under the Company's 2007 Plan, which vest at a rate of 25% on June 1, 2012 and 25% on each of June 1, 2013, 2014 and 2015. On 6/1/15, the grantee had 25% vest and on 6/1/15, the company withheld the number of shares to satisfy tax obligations on vest of such shares. ( 6 )On August 2, 2012, the reporting person was granted 30,000 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2013 with vesting to occur each anniversary date thereafter, under the Company's 2007 Stock Option and Incentive Plan ("2007 Plan"). On 6/1/15, 25% vested and on 6/1/15, the company withheld the number of shares equal to the tax liability thereon. ( 7 )On August 6, 2013, the reporting person was granted 18304 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"). On 6/1/15, 25% vested and on 6/1/15, the company withheld the number of shares equal to the tax liability thereon. ( 8 )On August 8, 2014, the reporting person was granted 14,797 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2015 with vesting to occur each anniversary date thereafter, under the Company's 2007 Stock Option and Incentive Plan ("2007 Plan"). On 6/1/15, 25% vested and on 6/1/15, the company withheld the number of shares equal to the tax liability thereon.

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