0001209191-11-029197.txt : 20110518
0001209191-11-029197.hdr.sgml : 20110518
20110518104732
ACCESSION NUMBER: 0001209191-11-029197
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110516
FILED AS OF DATE: 20110518
DATE AS OF CHANGE: 20110518
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: VIRTUSA CORP
CENTRAL INDEX KEY: 0001207074
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
IRS NUMBER: 000000000
BUSINESS ADDRESS:
STREET 1: 2000 WEST PARK DRIVE
CITY: WESTBOROUGH
STATE: MA
ZIP: 01581
BUSINESS PHONE: 508-389-7202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rajgopal Raj
CENTRAL INDEX KEY: 0001449544
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33625
FILM NUMBER: 11853736
MAIL ADDRESS:
STREET 1: C/O VIRTUSA CORPORATION
STREET 2: 2000 WEST PARK DRIVE
CITY: WESTBOROUGH
STATE: MA
ZIP: 01581
4
1
doc4.xml
FORM 4 SUBMISSION
X0303
4
2011-05-16
0
0001207074
VIRTUSA CORP
VRTU
0001449544
Rajgopal Raj
C/O 2000 WEST PARK DRIVE
WESTBOROUGH
MA
01581
0
1
0
0
EVP, Bus Dev & Client Services
Common Stock
2011-05-16
4
A
0
3266
19.41
A
65967
D
Common Stock
2011-05-16
4
A
0
23647
19.41
A
89614
D
Common Stock
2011-05-16
4
A
0
2627
19.41
A
92241
D
Common stock
2011-05-16
4
M
0
26900
2.9735
A
119141
D
common stock
2011-05-16
4
S
0
26900
19.2973
D
92241
D
common stock
2011-05-17
4
M
0
16300
2.9735
A
108541
D
common stock
2011-05-17
4
S
0
16300
19.5143
D
92241
D
Non qualified stock option
2.9735
2011-05-16
4
M
0
26900
2.9735
D
2015-05-06
Common Stock
26900
103869
D
non-qualified stock option
2.9735
2011-05-17
4
M
0
16300
2.9735
D
2015-05-06
common stock
16300
87569
D
The reporting person was granted 35,000 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 3266 shares (of the eligible 8,750) 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
Includes 17,500 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 the next two fiscal years, commencing with the fiscal year ended March 31, 2012. 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. Also includes 5,000 shares of time based restricted stock granted in May 2010 but which was accelerated and vested based on the Company's acheivement of certain revenue targets for the fiscal year ended March 31, 2011. The grantee retains voting rights with respect to all of these restricted shares unless and to the extent that such shares do not vest and are forfeited.
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.
On May 16, 2011, the reporting person was granted 2,627 shares of performance based restricted stock under the Company's 2007 Stock Option and Incentive Plan (the "2007 Plan"), which vest upon achievement of certain revenue targets for the Company's fiscal year ending March 31, 2012 (pro-rated down to 75% of the shares upon 96.8% achievement; 50% on 92.2% achievement; no vesting below that 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.
These shares were exercised and sold pursuant to a 10b5-1 Plan Agreement dated as of March 14, 2011 entered into by and between Mr. Rajgopal and an investment bank.
This transaction was executed in multiple trades at prices ranging from $18.90 to $19.78 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.
This transaction was executed in multiple trades at prices ranging from $19.10 to $19.79 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.
The reporting person was granted an option exercisable for 143,769 shares on May 6, 2005, subject to vesting over four years. All shares are currently vested.
Paul D. Tutun, Attorney in Fact
2011-05-18
EX-24.4_378488
2
poa.txt
POA DOCUMENT
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to such attorney-in-fact.
Power of Attorney
I, Raj Rajgopal, the undersigned, hereby constitute and appoint Kris A.
Canekeratne, Thomas R. Holler and Paul D. Tutun, and each of them individually,
as my true and lawful attorney-in-fact to:
1. Complete and execute on my behalf, as an executive officer and/or director
of Virtusa Corporation, a Delaware corporation (the "Company") any Form ID or
Forms 3, 4, or 5 required to be filed by me under Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
and regulations thereunder;
2. Do and perform any and all acts for and on my behalf which may be necessary
or desirable to complete and execute any such Form ID or Forms 3, 4 or 5 and
timely file such forms with the U.S. Securities and Exchange Commission and any
stock exchange or similar authority; and
3. Take any other action of any type whatsoever in connection with the
foregoing, which in the opinion of such attorney-in-fact may be of benefit to,
in the best interest of, or legally required of me, it being understood that the
documents executed by such attorney-in-fact on my behalf pursuant to this Power
of Attorney shall be in such form and shall contain such information as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
I hereby grant to each of such attorneys-in-fact full power and authority to do
and perform all and every act which is necessary, proper or desirable to be done
in the exercise of any of the rights, powers and authority granted in this Power
of Attorney, with full power of substitution and revocation, and I ratify and
confirm every act that such attorney-in-fact lawfully performs or causes to be
done by virtue of this Power of Attorney and the powers and authority granted
herein.
I acknowledge that the attorneys-in-fact appointed in this Power of Attorney, in
serving in such capacity at my request, are not assuming, and the Company is not
assuming, any of my responsibilities to comply with Section 16 of the Exchange
Act or the rules or regulations thereunder.
This Power of Attorney shall remain in full force and effect until I am no
longer required to file Forms 3, 4 or 5 with respect to my holdings or
transactions in securities issued by the Company, unless I earlier revokes this
Power of Attorney in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
November 5, 2008.
/s/ Raj Rajgopal
Name: Raj Rajgopal
STATE OF Massachusetts
COUNTY OF Worcester
On this 5th day of November, 2008, Raj Rajgopal personally appeared before me,
and acknowledged that he executed the foregoing instrument for the purposes
therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Maryellen Donohue
Notary Public
/s/ Maryellen Donohue
My Commission Expires: April 25, 2014