0001209191-17-048760.txt : 20170814
0001209191-17-048760.hdr.sgml : 20170814
20170814162520
ACCESSION NUMBER: 0001209191-17-048760
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20170810
FILED AS OF DATE: 20170814
DATE AS OF CHANGE: 20170814
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: 171030553
MAIL ADDRESS:
STREET 1: C/O VIRTUSA CORPORATION
STREET 2: 2000 WEST PARK DRIVE
CITY: WESTBOROUGH
STATE: MA
ZIP: 01581
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: VIRTUSA CORP
CENTRAL INDEX KEY: 0001207074
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2000 WEST PARK DRIVE
CITY: WESTBOROUGH
STATE: MA
ZIP: 01581
BUSINESS PHONE: 508-389-7300
MAIL ADDRESS:
STREET 1: 2000 WEST PARK DRIVE
CITY: WESTBOROUGH
STATE: MA
ZIP: 01581
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-08-10
0
0001207074
VIRTUSA CORP
VRTU
0001449544
Rajgopal Raj
C/O VIRTUSA CORPORATION
2000 WEST PARK DRIVE
WESTBOROUGH
MA
01581
0
1
0
0
President, DBS
common stock
2017-08-10
4
M
0
1361
10.02
A
122708
D
common stock
2017-08-10
4
S
0
1361
33.9219
D
121347
D
common stock
2017-08-10
4
M
0
2665
9.82
A
124012
D
common stock
2017-08-10
4
S
0
2665
34.0611
D
121347
D
common stock
2017-08-10
4
S
0
13500
34.7377
D
107847
D
common stock
2017-08-10
4
S
0
6500
35.0252
D
101347
D
common stock
2017-08-10
4
A
0
11243
35.02
A
112590
D
common stock
2017-08-11
4
S
0
3500
35.1941
D
109090
D
nonqualified stock option
10.02
2017-08-10
4
M
0
1361
10.02
D
2018-05-23
common stock
1361
10880
D
nonqualified stock option
9.82
2017-08-10
4
M
0
2665
9.82
D
2019-08-04
common stock
2665
21320
D
performance-based restricted stock unit awards
2017-08-10
4
A
0
26235
0.00
A
common stock
26235
26235
D
These shares were sold pursuant to a 10b5-1 Plan Agreement dated as of May 24, 2017 entered into by and between Mr. Rajgopal and an investment bank
This transaction was executed in multiple trades at prices ranging from $33.56 to $34.19 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 $33.59 to $34.31 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 $35.00 to $35.10 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.
On 8/10/2017, the reporting person was granted shares of time-based restricted stock units issuable (upon full vest) for the number of shares listed above under the Company's 2015 Stock Option and Incentive Plan. The issuance price of the shares was determined based on the Company's equity award policy. 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. The entire award will vest on 6/1/2020. The grantee has no voting rights with respect to the shares underlying the award until vested.
This transaction was executed in multiple trades at prices ranging from $35.00 to $35.42 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 to purchase these shares on 05/23/2008. All shares are now vested.
The reporting person was granted an option to purchase these shares on 08/04/2009. All shares are now vested.
On 8/10/2017, the reporting person was granted a performance-based restricted stock unit award issuable for the number of shares listed above under the Company's 2015 Stock Option and Incentive Plan. The award vests only upon the Company's achievement of two weighted performance metrics, revenue (50%) and non-GAAP operating income targets (50%) for fiscal year ending 3/31/18 ("FY18"). To the extent the shares conditionally vest per the performance targets for FY18, then 33% of such award will vest on 9/1/18 and the remaining 67% will vest on 3/1/20. Per the performance criteria for the award, the reporting person can earn the number of shares listed above at 100% of plan. Of such shares, the number of units that actually vest will be 0% to 200% of the scheduled amount, depending on the extent to which the Company meets or exceeds the financial performance goals. The grantee has no voting rights with respect to the shares underlying the award until vested.
Paul D. Tutun, Attorney in Fact
2017-08-14
EX-24.4_740234
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