Sec Form 4 Filing - DAVOLI ROBERT E @ VIRTUSA CORP - 2015-08-27

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 DAVOLI ROBERT E 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) 08/27/2015 (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 08/27/2015 M 1,073 A $ 14.63 11,309 D common stock 08/27/2015 M 1,035 A $ 15.22 12,344 D common stock 08/27/2015 M 499 A $ 34.27 12,843 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 nonqualified stock option $ 14.63 08/27/2015 M 1,073 ( 1 ) 11/16/2021 common stock 1,073 $ 14.63 358 D nonqualified stock option $ 15.22 08/27/2015 M 1,035 ( 2 ) 11/14/2022 common stock 1,035 $ 15.22 1,725 D nonqualified stock option $ 34.27 08/27/2015 M 499 ( 3 ) 11/20/2023 common stock 499 $ 34.27 1,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAVOLI ROBERT E C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH, MA01581 X Signatures /s/ Paul D. Tutun, Attorney In Fact 08/28/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was granted an option to purchase these shares on 11/16/2011 under the Company's Director Compensation Policy. 25% of these shares will 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 11/16/2015. The option vests 25% (i.e., 12 month acceleration) upon a change in control of the Company. ( 2 )The reporting person was granted an option to purchase these shares on 11/14/2012 under the Company's Director Compensation Policy. 25% of these shares will 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 11/14/2016. The option vests 25% (i.e., 12 month acceleration) upon a change in control of the Company. ( 3 )The reporting person was granted an option to purchase these shares on 11/20/2013 under the Company's Director Compensation Policy and 2007 Stock Option and Incentive Plan. 25% of these shares will 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 11/20/2017. 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).

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