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