Sec Form 4 Filing - Armony Izhar @ VIRTUSA CORP - 2013-06-13

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 Armony Izhar 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 VIRTUSA CORPORATION, 2000 WEST PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/13/2013 (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 06/13/2013 M 15,409 A $ 4.74 15,409 D common stock 06/13/2013 S 15,409 D $ 22.6359 ( 1 ) 0 D common stock 06/14/2013 M 8,222 A $ 9.2 8,222 D common stock 06/14/2013 S 8,222 D $ 22.7763 ( 2 ) 0 D

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 Non-qualified stock option $ 4.74 06/13/2013 M 15,409 ( 3 ) 10/14/2018 common stock 15,409 $ 4.74 0 D Non-qualified Stock Option $ 9.2 06/14/2013 M 8,222 ( 4 ) 11/20/2019 common stock 8,222 $ 9.2 1,175 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Armony Izhar C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH, MA01581 X Signatures /s/ Paul D. Tutun, Attorney in Fact 06/17/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercises of the options and sales of underlying stock were executed in multiple trades at prices ranging from $22.55 to $22.75 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. ( 2 )The exercises of the options and sales of underlying stock were executed in multiple trades at prices ranging from $22.70 to $22.815 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. ( 3 )The reporting person was granted an option to purchase these shares on 10/14/2008 under the Company's 2007 Stock Option and Incentive Plan. All options have vested. ( 4 )The reporting person was granted an option to purchase these shares on 11/20/2009 under the Company's Director Compensation Policy and the Company's 2007 Stock Option and Incentive Plan. 25% of these shares vest on the one year anniversary of the date of grant, with 6.25% of the shares granted vesting in 12 equal quarterly installments over the next three years thereafter. The entire award will vest on 11/20/2013. The option vests 25% (i.e., 12 month acceleration) upon a change in control of the Company.

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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