New User? Sign Up | Sign In

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

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

Enter Stock Symbol or Cik: Cik Lookup...

Search By Company or Insider Name:
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

Email a friend >>...

SPAC List: List of Special Purpose Acquisition Companies


The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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.

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 Number.