Sec Form 4 Filing - Dhir Samir @ VIRTUSA CORP - 2019-05-20

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Dhir Samir
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)
President
(Last) (First) (Middle)
C/O VIRTUSA CORPORATION, 132 TURNPIKE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2019
(Street)
SOUTHBOROUGH, MA01772
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 05/20/2019 A 12,660 ( 1 ) A $ 0 ( 1 ) 165,079 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
Performance-based restricted stock unit awards ( 2 ) ( 3 ) ( 4 ) 05/20/2019 A 29,540 ( 2 )( 3 )( 4 ) ( 2 )( 3 )( 4 ) Common Stock 29,540 $ 0 29,540 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dhir Samir
C/O VIRTUSA CORPORATION
132 TURNPIKE ROAD
SOUTHBOROUGH, MA01772
President
Signatures
Paul D. Tutun, Attorney in Fact 05/22/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 5/20//2019, the reporting person was granted shares of time-based restricted stock unitsissuable (upon full vest) for the number of shares listed above under the Company's 2015 StockOption and Incentive Plan. The issuance price of the shares was determined based on theCompany's equity award policy. The shares are subject to a three-year vesting period with one-thirdof the shares vesting annually on each June 1,2020, June 1,2021 and June 1,2022 respectively. Thegrantee has no voting rights with respect to the shares underlying the award until vested.
( 2 )On 5/20/2019, the reporting person was granted a performance-based restricted stock unit award("PSU") issuable at target for the number of shares listed above under the Company's 2015 StockOption and Incentive Plan. The award vests only upon the Company's achievement of twoperformance metrics, two-year aggregate revenue, and two year adjusted net income, eachweighted 50%, measured over a two-year performance period beginning on 4/1/2019 and ending3/31/2021
( 3 )To the extent the PSUs conditionally vest per the performance targets for the performance period,the PSUs are also subject to modifier, based on the relative total stockholder return ("rTSR") ofVirtusa as compared to the stockholder return of the S&P 1000 IT Services Index over the sameperiod. To the extent Virtusa is at target for the financial metrics, the PSU payout/award is increasedby 20% where the rTSR is in the upper quartile, lowered by 20% if the rTSR is in the bottom quartileand no change if in between the lower and the top quartile. To the extent any PSUs vest, 50% ofsuch award will vest and be issued on 6/1/2021 (upon approval of the compensation committee &Board) and the remaining 50% will vest on 6/1/2022.
( 4 )Per the performance criteria for the award, the reporting person can earn the number of shareslisted above at 100% of plan, subject to the rTSR modifier which could increase or decrease thevesting by 20% for each financial metric. Of such shares, the number of units that actually vest willbe between 0% to 200% of the scheduled amount, depending on the extent to which the Companymeets or exceeds the financial performance goals, and then, based on the rTSR modifier suchshares could also increase or decrease by up to an additional 20% to the extent of each financialmetric target achieved. The grantee has no voting rights with respect to the shares underlying theaward until vested.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.