Sec Form 4 Filing - Baldwin Christopher @ VIRTUSA CORP - 2009-05-18

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 Baldwin Christopher 2. Issuer Name and Ticker or Trading Symbol VIRTUSA CORP [ VRTU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CHARLES RIVER XI GP, LLC, 1000 WINTER STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2009 (Street) WALTHAM, MA02451 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 05/18/2009 S 393,000 ( 1 ) D $ 6.81 2,184,611 ( 2 ) ( 3 ) ( 4 ) I See Footnotes ( 2 ) ( 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 Baldwin Christopher C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET WALTHAM, MA02451 X BURNES RICHARD M JR C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET WALTHAM, MA02451 X Dintersmith Ted R C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET WALTHAM, MA02451 X SACHS BRUCE I C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET WALTHAM, MA02451 X TAI WILLIAM C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET WALTHAM, MA02451 X Zak Michael J C/O CHARLES RIVER XI GP, LLC 1000 WINTER STREET WALTHAM, MA02451 X Signatures /s/ John A. Genest, Attorney-in-Fact for Christopher Baldwin 05/20/2009 Signature of Reporting Person Date /s/ John A. Genest, Attorney-in-Fact for Richard M. Burnes, Jr. 05/20/2009 Signature of Reporting Person Date /s/ John A. Genest, Attorney-in-Fact for Ted R. Dintersmith 05/20/2009 Signature of Reporting Person Date /s/ John A. Genest, Attorney-in-Fact for Bruce I. Sachs 05/20/2009 Signature of Reporting Person Date /s/ John A. Genest, Attorney-in-Fact for William P. Tai 05/20/2009 Signature of Reporting Person Date /s/ John A. Genest, Attorney-in-Fact for Michael J. Zak 05/20/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 381,342 shares sold by Charles River Partnership XI, LP ("CRP XI"), 9,632 shares sold by Charles River Friends XI-A, LP ("CRF XI-A") and 2,026 shares sold by Charles River Friends XI-B, LP ("CRF XI-B"). ( 2 )Represents 2,119,810 shares held by CRP XI, 53,542 shares held by CRF XI-A and 11,259 shares held by CRF XI-B. ( 3 )Charles River XI GP, LLC ("CR XI GP LLC") is the General Partner of Charles River XI GP, LP ("CR XI GP LP"). CR XI GP LLC is also the General Partner of CRF XI-A and CRF XI-B. CR XI GP LP is the General Partner of CRP XI. CRP XI, CRF XI-A and CRF XI-B (collectively, the "Partnerships") form a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Each of Izhar Armony, Christopher Baldwin, Richard M. Burnes, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak is a managing member of CR XI GP, LLC. Accordingly, each of CR XI GP LP, CR XI GP LLC and Messrs. Armony, Baldwin, Burnes, Dintersmith, Sachs, Tai, and Zak (collectively, the "Management Persons") may be deemed to beneficially own the securities owned by the Partnerships. ( 4 )Each of the Management Persons disclaims beneficial ownership of the securities reported herein held by the Partnerships, except to the extent of such person?s pecuniary interest in each applicable Partnership, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

Remarks: Each of Charles River Partnership XI, LP, Charles River Friends XI-A, LP, Charles River Friends XI-B, LP, Charles River XI GP, LP, and Charles River XI GP, LLC (the "Charles River Entities") is also a reporting person. Because the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the Charles River Entities have filed separately from this Form 4. Such other Form 4 and this Form 4 relate to the same securities and transactions. Thus, in total, there are eleven (11) joint filers: Charles River Partnership XI, LP, Charles River Friends XI-A, LP, Charles River Friends XI-B, LP, Charles River XI GP, LP, Charles River XI GP, LLC, Christopher Baldwin, Richard M. Burns, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak. Izhar Armony files separately with respect to Virtusa Corporation.

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).

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