Sec Form 4 Filing - Orogen Viper LLC @ VIRTUSA CORP - 2021-02-11

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 3020 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2021 (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 02/11/2021 C 3,031,226 A $ 0 3,045,856 ( 1 ) I See Footnotes ( 2 ) ( 3 ) Common Stock 02/11/2021 D 3,045,856 D $ 51.35 0 ( 4 ) I See Footnotes ( 2 ) ( 3 )

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 3.875% Series A Convertible Preferred Stock ( 2 ) $ 35.63 02/11/2021 02/11/2021 C 70,000 05/03/2017 05/03/2024 Common Stock 1,964,684 $ 0 0 I SEE FOOTNOTE ( 2 ) ( 3 ) 3.875% Series A-1 Convertible Preferred Stock ( 2 ) $ 35.63 02/11/2021 02/11/2021 C 38,000 05/03/2017 05/03/2024 Common Stock 1,066,542 $ 0 0 I SEE FOOTNOTE ( 2 ) ( 3 )

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 3020 NEW YORK, NY10020 X Orogen Group LLC C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 3020 NEW YORK, NY10020 X Orogen Holdings LLC C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 3020 NEW YORK, NY10020 X PANDIT VIKRAM S C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 3020 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 02/11/2021 Signature of Reporting Person Date By: THE OROGEN GROUP LLC, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer 02/11/2021 Signature of Reporting Person Date By: OROGEN HOLDINGS LLC, by /s/ Vikram S. Pandit, Manager 02/11/2021 Signature of Reporting Person Date By: /s/ VIKRAM S. PANDIT 02/11/2021 Signature of Reporting Person Date By: ATAIROS-OROGEN HOLDINGS, LLC, by /s/ David L. Caplan, Vice President 02/11/2021 Signature of Reporting Person Date By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel 02/11/2021 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 02/11/2021 Signature of Reporting Person Date By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan , Vice President 02/11/2021 Signature of Reporting Person Date By:/s/ MICHAEL J. ANGELAKIS 02/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities include (i) 3,031,226 shares of common stock ("Common Stock") of Virtusa Corporation (the "Issuer") acquired upon the conversion of the 70,000 shares of the Issuer's 3.875% Series A Convertible Preferred Stock and 38,000 shares of the Issuer's 3.875% Series A-1 Convertible Preferred Stock (together, the "Convertible Preferred") that were directly owned by Orogen Viper LLC ("OV") and (ii) 14,630 shares of Issuer common stock in respect of grants of restricted stock units granted under the Issuer's Fourth Amended and Restated Director Compensation Policy (or its applicable predecessors) and 2015 Stock Option and Incentive Plan. ( 2 )Vikram S. Pandit ("Mr. Pandit") is the Chairman and Chief Executive Officer of OV, which directly owned the Convertible Preferred and therefore became the direct owner of the underlying Common Stock of the Issuer that were acquired upon conversion of the Convertible Preferred. The Orogen Group LLC ("Orogen") is the sole member of OV and Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the members of Orogen and jointly control the investment decisions of Orogen. 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 ("Mr. 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. ( 3 )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. ( 4 )On February 11, 2021, pursuant to the terms of the Merger Agreement, dated as of September 9, 2020, by and among Austin HoldCo Inc., a Delaware corporation (that is owned by Baring Private Equity Asia), Austin BidCo Inc., a Delaware corporati on and a wholly owned subsidiary of Parent and the Issuer, the Reporting Persons' equity interests in the Issuer were canceled and thus delivered back to the Issuer, and converted into the right to receive $51.35 in cash and the Reporting Persons disposed of all of their equity securities in the Issuer in connection with the completion of the transactions contemplated by the Merger Agreement.

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