SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Holler Thomas R (Last) (First) (Middle) C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE (Street) WESTBOROUGH MA 01581 (City) (State) (Zip)	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 and COO
	3. Date of Earliest Transaction (Month/Day/Year) 05/16/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/16/2011		A		1,400(1)	A	$19.41	85,672(2)	D
common stock	05/16/2011		F		444	D	$19.41	85,228(2)	D
Common Stock	05/16/2011		A		23,647(3)	A	$19.41	108,875(2)	D
common stock	05/16/2011		A		2,627(4)	A	$19.41	111,502(2)	D
common stock	05/16/2011		M(5)		5,000	A	$10.02	116,502(2)	D
common stock	05/16/2011		S(5)		5,000	D	$19.2446(6)	111,502(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 options	$10.02	05/16/2011		M(7)			5,000	(8)	05/23/2018	common stock	5,000	$10.02	15,000	D

Explanation of Responses:

1. The reporting person was granted 15,000 shares of performance based restricted stock granted under the Company's 2007 Plan in November 2008, which vest only upon the Company's achievement of certain revenue and operating income targets for each fiscal year over four fiscal years, commencing with the fiscal year ending March 31, 2010. The performance based restricted shares vest at a rate of 25% per performance period upon achievement of applicable revenue and operating income targets for such fiscal year, with each fiscal year being a performance period. For the fiscal year ended March 31, 2011, based on the Company's revenue and operating profit results, the reporting person vested in 1,400 shares (of the eligible 3,750) for the fiscal year ended March 31, 2011. The grantee retains voting rights with respect to the shares unless and to the extent that such shares do not vest and are forfeited

2. Includes 7,500 shares of performance based restricted stock granted under the Company's 2007 Plan granted in November 2008, which vest only upon the Company's achievement of certain revenue and operating income targets for each fiscal year over the next two fiscal years, commencing with the fiscal year ending March 31, 2012. The performance based restricted shares vest at a maximum of 3,750 shares per performance period upon achievement of applicable revenue and operating income targets for such fiscal year, with each fiscal year being a performance period. Also includes 5,000 shares of time based shares of restricted stock that were granted on May 17, 2010 and subject to annual vesting but that were accelerated and immediately vested due to the Company's achievement of certain revenue target for the fiscal year ended March 31, 2011. The grantee retains voting rights with respect to all such shares unless and to the extent that such shares do not vest and are forfeited.

3. The reporting person was granted 23,647 shares of time based restricted stock under the Company's 2007 Plan, which vest at a rate of 25% on June 1, 2012 and 25% on each of June 1, 2013, 2014 and 2015. The grantee retains voting rights with respect to the shares unless and to the extent that such shares do not vest and are forfeited.

4. The reporting person was granted 2,627 shares of performance based restricted stock granted on May 16, 2011 under the Company's 2007 Plan which vest only upon the Company's achievement of certain revenue targets for the fiscal year ending March 31, 2012 (and pro-rated below; 75% vest at 96.8% of the target; 50% vest at 91.2% of the target; no vesting below this threshhold). The grantee retains voting rights with respect to such shares unless and to the extent that such shares do not vest and are forfeited.

5. These options were exercised and the underlying shares were sold pursuant to a 10b5-1 Plan Agreement dated as of December 8, 2010 entered into by and between Mr. Holler and an investment bank.

6. This transaction was executed in multiple trades at prices ranging from $18.90 to $19.62 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.

7. These options were exercised and the underlying shares were sold pursuant to a 10b5-1 Plan Agreement dated as of December 8, 2010 entered into by and between Mr. Holler and an investment bank.

8. The reporting person was granted an option to purchase 80,000 shares of common stock of the Company under the Company's 2007 Stock Option and Incentive Plan on May 23, 2008 with a vesting commencement date of January 1, 2008. 6.25% of the shares in this grant vested on March 1, 2008 with 6.25% of the shares vesting each 3 month period thereafter in 15 equal installments.

Remarks:

	/s/ Paul D. Tutun, Attorney in Fact	05/18/2011
	** Signature of Reporting Person	Date
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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