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