Sec Form 4 Filing - Narayanan Sundararajan @ VIRTUSA CORP - 2019-06-03

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 Narayanan Sundararajan 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, CPO and Global Head of HR (Last) (First) (Middle) C/O VIRTUSA CORPORATION, 132 TURNPIKE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/03/2019 (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 06/03/2019 F( 1 ) 387 ( 1 ) D $ 41.27 101,854 D common stock 06/03/2019 F( 2 ) 882 ( 2 ) D $ 41.27 100,972 D common stock 06/03/2019 F( 3 ) 807 ( 3 ) D $ 41.27 100,165 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 Narayanan Sundararajan C/O VIRTUSA CORPORATION 132 TURNPIKE ROAD SOUTHBOROUGH, MA01772 EVP, CPO and Global Head of HR Signatures /s/ Paul D. Tutun, Attorney in Fact 06/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 07/31/2015, the reporting person was granted 5,256 shares of restricted stock awards under the Company's 2007 Stock Option and Incentive Plan ("2007 Plan") with 25% of the shares vesting on 06/01/2016 and 25% vesting each one year anniversary thereafter. On 6/1/2019, 25% of the shares vested, and on June 3, 2019 the company withheld the number of shares listed above equal to the reporting person's tax liability thereon. ( 2 )On 8/10/2017, the reporting person was granted shares of time-based restricted stock units issuable (upon full vest) for 8,994 shares under the Company's 2015 Stock Option and Incentive Plan. The shares are subject to a three-year vesting period with one-third of the shares vesting annually on each June 1, 2018, 2019 and 2020 respectively. On June 3, 2019 the company withheld the number of shares listed above equal to the reporting person's tax liability thereon. ( 3 )On 5/17/2018, the reporting person was granted shares of time-based restricted stock units issuable (upon full vest) for 8,233 shares under the Company's 2015 Stock Option and Incentive Plan. The shares are subject to a three-year vesting period with one-third of the shares vesting annually on each June 1,2019, June 1,2020 and June 1,2021 respectively. On June 3, 2019 the company withheld the number of shares listed above equal to the reporting person's tax liability thereon.

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