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