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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [ VRTU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/03/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/03/2013 | A | 20,000(1) | A | $23.99 | 1,109,340(2) | D | |||
common stock | 06/03/2013 | F | 9,440(3) | D | $23.99 | 1,099,900(2) | D | |||
common stock | 06/03/2013 | A | 9,650(4) | A | $23.99 | 1,097,050 | D | |||
common stock | 06/03/2013 | F | 3,146(5) | D | $23.99 | 1,093,904 | D | |||
common stock | 06/03/2013 | F | 9,236(6) | D | $23.99 | 1,084,668 | D | |||
common stock | 06/03/2013 | F | 166(7) | D | $23.99 | 1,084,502 | D | |||
common stock | 06/03/2013 | F | 9,440(8) | D | $23.99 | 1,075,062 | D | |||
common stock | 06/03/2013 | F | 9,302(9) | D | $23.99 | 1,065,760 | D | |||
common stock | 301,389 | I | Held by spouse | |||||||
Common Stock | 60,982 | I | Held by Kris Canekeratne Irreovocable Trust | |||||||
Common Stock | 60,982 | I | Held by Irrevocable Trust of spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. The reporting person was granted 20,000 shares of performance based restricted stock under the Company's 2007 Stock Option and Incentive Plan ("2007 Plan") on August 2, 2012, which vest only upon the Company's achievement of certain revenue targets for the fiscal year ending March 31, 2013 ("FY13"). Based on the Company performance for FY13, the Company awarded the reporting person 20,000 shares. The issuance price of the shares was determined based on the Company's equity award policy. |
2. Includes 12,500 shares of performance based restricted stock granted under the Company's 2007 Stock Option and Incentive Plan (the "2007 Plan") on 11/3/08, which vest only upon the Company's achievement of certain revenue and operating income targets for the fiscal year ending March 31, 2013. The grantee retains voting rights with respect to the performance shares unless and to the extent that such shares do not vest and are forfeited. |
3. The reporting person was granted 20,000 shares of performance based restricted stock under the Company's 2007 Plan on August 2, 2012, which vest only upon the Company's achievement of certain revenue targets for FY13. Based on the Company performance for FY13, the Company awarded the reporting person 20,000 shares and withheld under terms of the 2007 Plan the number of shares listed above to pay applicable taxes of the reporting person in connection with the award. |
4. The reporting person was granted 12,500 shares of performance based restricted stock granted under the Company's 2007 Plan on 11/3/08, which vest only upon the Company's achievement of certain revenue and operating income targets for FY13. Based on the Company's FY13 operating results, 9650 shares were awarded under the 2007 Plan. |
5. The reporting person was granted 12,500 shares of performance based restricted stock granted under the Company's 2007 Plan on 11/3/08, which vest only upon the Company's achievement of certain revenue and operating income targets for FY13. Based on the Company's FY13 operating results, 9650 shares were awarded under the 2007 Plan and, under the 2007 Plan, 3146 shares were withheld to pay applicable taxes of the grantee in connection with award. |
6. On May 17, 2010, the reporting person was granted 100,000 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2012, under the Company's 2007 Plan. Based on the vesting on 6/1/2013, the Company withheld the number of shares equal to the tax liability on the vested shares. The grantee retains voting rights with respect to restricted shares unless and to the extent that such shares do not vest and are forfeited. |
7. The reporting person was granted 20,366 shares of performance based restricted stock granted on August 4, 2009 under the Company's 2007 Plan, of which, 25% of the shares granted would vest only upon the Company's achievement of certain revenue and operating income targets for the fiscal year ending March 31, 2010 ("FY10"). To the extent that these shares vest upon achievement of such revenue and operting income targets for FY10, the remaining shares would vest at rate of 6.25% in equal installments. On 06/1/13, based on the remaining shares subject to time based vesting, 509 shares vested and the Company withheld 166 shares to satisfy the reporting person's tax liabilty thereon. The grantee retains voting rights with respect to his restricted shares unless and to the extent that such shares do not vest and are forfeited. |
8. On August 2, 2012, the reporting person was granted 80,000 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2013 with vesting to occur each anniversary date thereafter, under the Company's 2007 Plan. On 6/1/13, 25% of the shares vested and the Company withheld the number of shares listed to pay applicable taxes on the vested shares under the terms of the 2007 Plan. |
9. On May 16, 2011, the reporting person was granted 78,825 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2012, under the Company's 2007 Plan. On 6/1/13, the Company withheld the number of shares equal to the tax liability on the shares that vested on such date. |
Remarks: |
/s/ Paul D. Tutun, Attorney in Fact | 06/05/2013 | |
** 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). | ||
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. |