Sec Form 4 Filing - Orogen Viper LLC @ VIRTUSA CORP - 2017-12-05

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 Orogen Viper LLC 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE OROGEN GROUP LLC, ONE ROCKEFELLER PLAZA SUITE 2416 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2017 (Street) NEW YORK, NY10020 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 12/05/2017 A 3,094 ( 1 ) A $ 0 5,821 ( 2 ) I See Footnotes ( 3 ) ( 4 )

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 Orogen Viper LLC C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY10020 X Orogen Group LLC C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY10020 X Orogen Holdings LLC C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY10020 X PANDIT VIKRAM S C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY10020 X Atairos-Orogen Holdings, LLC C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Atairos Group, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Atairos Partners, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Atairos Partners GP, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Angelakis Michael J C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA19010 X Signatures By: OROGEN VIPER LLC, by THE OROGEN GROUP LLC, its sole member, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer 12/07/2017 Signature of Reporting Person Date By: THE OROGEN GROUP LLC, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer 12/07/2017 Signature of Reporting Person Date By: OROGEN HOLDINGS LLC, by /s/ Vikram S. Pandit, Manager 12/07/2017 Signature of Reporting Person Date By: /s/ VIKRAM S. PANDIT 12/07/2017 Signature of Reporting Person Date By: ATAIROS-OROGEN HOLDINGS, LLC, by /s/ David L. Caplan, Vice President 12/07/2017 Signature of Reporting Person Date By: ATAIROS GROUP, INC, by /s/ David L. Caplan, Vice President and General Counsel 12/07/2017 Signature of Reporting Person Date By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President 12/07/2017 Signature of Reporting Person Date By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President 12/07/2017 Signature of Reporting Person Date By: /s/ MICHAEL J. ANGELAKIS 12/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In his capacity as a director of Virtusa Corporation (the "Issuer"), Vikram S. Pandit ("Mr. Pandit"), was granted under the Issuer's Fourth Amended and Restated Director Compensation Policy and 2015 Stock Option and Incentive Plan 3,094 shares of restricted stock units of the Issuer which will vest 33.33% on each of 9/1/2018, 9/1/2019 and 9/1/2020, subject to Mr. Pandit's continued service as a director of the Issuer through the applicable vesting date. ( 2 )The reported securities do not include 108,000 shares of the Issuer's 3.875% Series A Convertible Preferred Stock (the "Convertible Preferred"), which are convertible by the holders thereof, at their option, at any time before May 3, 2024, into shares of the Issuer's common stock (the "Common Stock"), and which, as reported on the Initial Statement of Beneficial Ownership of Securities on Form 3, as filed by the Reporting Persons on May 5, 2017, are collectively convertible at an initial conversion rate of 27.77778 shares of Common Stock per share of Convertible Preferred, into 3,000,000 shares of Common Stock. ( 3 )Mr. Pandit is the Chairman and Chief Executive Officer of Orogen Viper LLC ("OV"), which directly owns the Convertible Preferred and therefore beneficially owns the underlying Common Stock of the Issuer that can be acquired upon conversion of the Convertible Preferred. Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the members jointly control the investment decisions of The Orogen Group LLC ("Orogen"), which is the sole member of OV. Mr. Pandit controls a majority of the voting power of Orogen Holdings LLC. Atairos Group, Inc. ("Atairos") is the sole voting shareholder of Atairos-Orogen Holdings, LLC. Michael Angelakis is the Chairman and Chief Executive Officer of Atairos and directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc., which, in turn, is the general partner of Atairos Partners L.P., the sole voting shareholder of Atairos. ( 4 )Because of an arrangement among the Reporting Persons with respect to the equity grants received by Mr. Pandit in his capacity as a director of the Issuer, each Reporting Person may be deemed to have beneficial ownership of the reported securities, provided that each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

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