Sec Form 4 Filing - Canekeratne Kris A @ VIRTUSA CORP - 2012-06-01

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 Canekeratne Kris A 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 X __ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) C/O VIRTUSA CORPORATION, 2000 WEST PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2012 (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 06/01/2012 A 11,223 ( 1 ) A $ 14.21 1,262,031 ( 2 ) D common stock 06/01/2012 F 3,558 ( 3 ) D $ 14.21 1,258,473 ( 2 ) D common stock 06/01/2012 A 6,568 ( 4 ) A $ 14.21 1,256,283 ( 5 ) D common stock 06/01/2012 F 2,083 ( 6 ) D $ 14.21 1,254,200 ( 5 ) D common stock 06/01/2012 F 162 ( 7 ) D $ 14.21 1,254,038 ( 5 ) D common stock 06/01/2012 F 6,248 ( 8 ) D $ 14.21 1,247,790 ( 5 ) D common stock 06/01/2012 F 7,926 ( 9 ) D $ 14.21 1,239,864 ( 5 ) D common stock 06/04/2012 S 2,624 ( 10 ) D $ 14.2093 ( 11 ) 1,237,240 ( 5 ) D common stock 06/05/2012 S 4,000 ( 10 ) D $ 14.3864 ( 12 ) 1,233,240 ( 5 ) D common stock 06/04/2012 S 1,312 ( 13 ) D $ 14.2093 ( 11 ) 365,389 I Held by spouse common stock 06/05/2012 S 2,000 ( 13 ) D $ 14.3864 ( 12 ) 363,389 I Held by spouse Common Stock 60,982 I Held by Kris Canekeratne Irreovocable Trust Common Stock 60,982 I Held by Irrevocable Trust of spouse

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 Canekeratne Kris A C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH, MA01581 X Chairman & CEO Signatures /s/ Paul D. Tutun, Attorney in Fact 06/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was granted 50,000 shares of performance based restricted stock granted under the Company's 2007 Plan on 11/3/2008 ("October Plan"), which vest only upon the Company's achievement of certain revenue and operating income targets for each fiscal year over four fiscal years, commencing with the fiscal year ended March 31, 2010. For the fiscal year ended March 31, 2012, based on the Company's revenue and operating profit results, the reporting person vested in 11,223 shares (of the eligible 12,500) for the fiscal year ended March 31, 2012. The grantee retains voting rights with respect to the shares unless and to the extent that such shares do not vest and are forfeited. ( 2 )Includes 12,500 shares of performance based restricted stock granted under the Company's stock option plan on 11/3/08, which vest only upon the Company's achievement of certain revenue and operating income targets for the fiscal year ending 3/31/13. Also includes 8,758 shares of performance based restricted stock granted on 5/16/11, which vest only upon the Company's achievement of certain revenue targets for the fiscal year ending 3/31/12. The grantee retains voting rights in these shares until forfeited. ( 3 )Under the October Plan, the reporting person had 11223 performance based shares vest for the fiscal year ended March 31, 2012 but had 3,558 withheld by the Company as full payment for taxes on the vested performance based shares. ( 4 )The reporting person was granted 8,758 shares of performance based restricted stock under the Company's 2007 Stock Option and Incentive Plan on May 16,2011, which vest only upon the Company's achievement of certain revenue targets for the fiscal year ending March 31, 2012, which vesting is pro-rated if the Company does not achieve the revenue target for the fiscal year ending March 31, 2012 (75% vest on 96.8% acheivement; 50% on 91.2% achievement; no vesting if below that threshhold). Based on FY12 operating results, the grantee vested in 6568 shares. ( 5 )Includes 12,500 shares of performance based restricted stock granted under the Company's stock option plan on 11/3/08, which vest only upon the Company's achievement of certain revenue and operating income targets for the fiscal year ending March 31, 2013. The grantee retains voting rights in these shares until forfeited. ( 6 )The reporting person was granted 8,758 shares of performance based restricted stock under the Company's 2007 Stock Option and Incentive Plan on May 16,2011, which vest only upon the Company's achievement of certain revenue targets for the fiscal year ending March 31, 2012, which vesting is pro-rated if the Company does not achieve the revenue target for the fiscal year ending March 31, 2012 (75% vest on 96.8% acheivement; 50% on 91.2% achievement; no vesting if below that threshhold). Based on FY12 operating results, the grantee vested in 6568 shares and had 2083 shares withheld to pay applicable taxes. ( 7 )The reporting person was granted 20,366 shares of performance based restricted stock granted on Au gust 4, 2009 under the Company's 2007 Stock Option and Incentive Plan, of which, 25% of the shares granted would vest only upon the Company's achievement of certain revenue and operating income targets for the fiscal year ending March 31, 2010. To the extent that these shares vest upon achievement of such revenue and operting income targets for the fiscal year ending March 31, 2010, the remaining shares would vest at rate of 6.25% in equal installments. On 06/1/12, based on the remaining shares subject to time based vesting, 509 shares vested and the Company withheld 162 shares to satisfy the reporting person's tax liabilty thereon. The grantee retains voting rights with respect to his restricted shares unless and to the extent that such shares do not vest and are forfeited. ( 8 )On May 16, 2011, the reporting person was granted 78,825 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2012, under the Company's 2007 Stock Option and Incentive Plan. On 6/1/12, the Company withheld the number of shares equal to the tax liability on the shares that vested on such date. The grantee retains voting rights with respect to restricted shares unless and to the extent that such shares do not vest and are forfeited. ( 9 )On May 17, 2010, the reporting person was granted 100,000 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2012, under the Company's 2007 Stock Option and Incentive Plan. Based on the vesting on 6/1/2012, the Company withheld the number of shares equal to the tax liability on the vested shares. The grantee retains voting rights with respect to restricted shares unless and to the extent that such shares do not vest and are forfeited. ( 10 )These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of March 5, 2012 entered into by and between Kris Canekeratne and an investment bank. ( 11 )This transaction was executed in multiple trades at prices ranging from $14.13 to $14.25 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. ( 12 )This transaction was executed in multiple trades at prices ranging from $14.13 to $14.56 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. ( 13 )These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of March 5, 2012 entered into by and between Tushara Canekeratne and an investment bank.

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