Sec Form 4 Filing - Kalia Ranjan @ VIRTUSA CORP - 2016-12-01

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 Kalia Ranjan 2. Issuer Name and Ticker or Trading Symbol VIRTUSA CORP [ VRTU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) C/O 2000 WEST PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2016 (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 12/01/2016 F 3,463 ( 1 ) D $ 22.68 103,035 D common stock 12/01/2016 F 471 ( 2 ) D $ 22.68 102,564 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kalia Ranjan C/O 2000 WEST PARK DRIVE WESTBOROUGH, MA01581 EVP & Chief Financial Officer Signatures Paul D. Tutun, Attorney in Fact 12/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was granted 29,411 shares of restricted stock awards on 11/06/2012 under the Company's 2007 Stock Option and Incentive Plan with 25% of the shares vesting on 12/01/2013 and 25% vesting each one year anniversary thereafter with the final vesting date on 12/01/2016. On 12/1/2016, 25% vested and 3463 shares were withheld under terms of the restricted stock agreement to pay applicable taxes on the vesting of such shares. ( 2 )The reporting person was granted 16,000 shares of restricted stock units on 11/14/2016 under the 2015 Stock Option and Incentive Plan. 6.25% of these shares will vest each quarter in 16 equal installments beginning on 12/1/16 and each 3 month anniversary thereafter with the final vesting date on 9/1/2020. On 12/1/16, the company withheld the number of shares listed above equal to the reporting person's tax liability thereon.

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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