Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SIGMA PARTNERS V LP
  2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [VRTU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1600 EL CAMINO REAL, SUITE 280
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2011
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/04/2011   J(1)   883,349 D (8) 1,766,698 I Sigma Partners V, L.P. (2) (7)
Common Stock 08/04/2011   J(3)   196,200 D (8) 392,400 I Sigma Associates V, L.P. (4) (7)
Common Stock 08/04/2011   J(5)   51,944 D (8) 103,586 I Sigma Investors V, L.P. (6) (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SIGMA PARTNERS V LP
1600 EL CAMINO REAL
SUITE 280
MENLO PARK, CA 94025
    X    
Sigma Associates V, L.P.
1600 EL CAMINO REAL
SUITE 280
MENLO PARK, CA 94025
    X    
Sigma Investors V, L.P.
1600 EL CAMINO REAL
SUITE 280
MENLO PARK, CA 94025
    X    

Signatures

 SIGMA PARTNERS V, L.P. By: Sigma Management V, LLC Its: General Partner By: Wade Woodson, Managing Director   08/08/2011
**Signature of Reporting Person Date

 SIGMA ASSOCIATES V, L.P. By: Sigma Management V, LLC Its: General Partner By: Wade Woodson, Managing Director   08/08/2011
**Signature of Reporting Person Date

 SIGMA INVESTORS V, L.P. By: Sigma Management V, LLC Its: General Partner By: Wade Woodson, Managing Director   08/08/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares were distributed to the partners of Sigma Partners V, L.P. ("Sigma Partners V") without the receipt of consideration.
(2) These shares are held by Sigma Partners V. Sigma Management V, L.L.C. (the "General Partner") is the general partner of Sigma Partners V. The General Partner disclaims beneficial ownership of such shares, except to the extent of the General Partner's pecuniary interest therein.
(3) These shares were distributed to the partners of Sigma Associates V, L.P. ("Sigma Associates V") without the receipt of consideration.
(4) These shares are held by Sigma Associates V. Sigma Management V, L.L.C. (the "General Partner") is the general partner of Sigma Associates V. The General Partner disclaims beneficial ownership of such shares, except to the extent of the General Partner's pecuniary interest therein.
(5) These shares were distributed to the partners of Sigma Investors V, L.P. ("Sigma Investors V") without the receipt of consideration.
(6) These shares are held by Sigma Investors V. Sigma Management V, L.L.C. (the "General Partner") is the general partner of Sigma Investors V. The General Partner disclaims beneficial ownership of such shares, except to the extent of the General Partner's pecuniary interest therein.
(7) Robert E. Davoli, Lawrence G. Finch, Clifford L. Haas, John R. Mandile and Wade Woodson are the managing members of the General Partner (the "Managing Members"). Each Managing Member disclaims beneficial ownership of all securities held by Sigma Partners V, Sigma Associates V and Sigma Investors V, except to the extent of each Managing Member's pecuniary interest therein. Mr. Davoli is a director of the Issuer and, accordingly, files separate Section 16 reports.
(8) N/A

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