0001209191-21-009830.txt : 20210211
0001209191-21-009830.hdr.sgml : 20210211
20210211183018
ACCESSION NUMBER: 0001209191-21-009830
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210211
FILED AS OF DATE: 20210211
DATE AS OF CHANGE: 20210211
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dhir Samir
CENTRAL INDEX KEY: 0001520547
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33625
FILM NUMBER: 21621561
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: 043512883
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 132 TURNPIKE RD
CITY: SOUTHBOROUGH
STATE: MA
ZIP: 01772
BUSINESS PHONE: 508-389-7300
MAIL ADDRESS:
STREET 1: 132 TURNPIKE RD
CITY: SOUTHBOROUGH
STATE: MA
ZIP: 01772
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-02-11
1
0001207074
VIRTUSA CORP
VRTU
0001520547
Dhir Samir
C/O VIRTUSA CORPORATION
132 TURNPIKE ROAD
SOUTHBOROUGH
MA
01772
0
1
0
0
President & Head of Americas
Common Stock
2021-02-11
4
D
0
150003
D
0
D
Performance-based restricted stock unit awards
2021-02-11
4
D
0
29540
D
Common Stock
29540
0
D
Performance-based restricted stock unit awards
2021-02-11
4
D
0
28625
D
Common Stock
28625
0
D
Performance-based restricted stock unit awards
2021-02-11
4
D
0
28000
D
Common Stock
28000
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of September 9, 2020 (the "Merger Agreement"), by and among Austin HoldCo Inc., Austin BidCo Inc. ("Sub"), and the Issuer, pursuant to which Sub merged with and into the Issuer (the "Merger") effective as of February 11, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Issuer and 70% of the unvested restricted stock units and performance stock units (the "Units") held by the Reporting Person were cancelled and converted into the right to receive $51.35 per share in cash without interest and net of any withholding of taxes thereon.
Pursuant to the terms of the Merger Agreement, at the Effective Time, 30% of the unvested Units were cancelled and replaced with the right to receive $51.35 in cash per Unit, without interest and net of any withholding taxes thereon, which payment shall be made following the earliest of (a) the applicable vesting date, (b) the date that is 12 months following the Effective Time or (c) the date that is 60 days after the date the Reporting Person's employment is terminated by the Issuer without cause (as defined in the Merger Agreement) or by the Reporting Person for good reason (as defined in the Merger Agreement).
Includes 65,070 unvested Units.
/s/ Paul D. Tutun, Attorney in Fact
2021-02-11