Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
08/02/2007
3. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [VRTU]
(Last)
(First)
(Middle)
1600 CAMINO REAL, SUITE 280
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MENLO PARK, CA 94025
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 278,389 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Redeemable Convertible Preferred Stock 08/02/2007   (2) Common Stock (3) 1,400,764 (4) $ (5) D  
Series B Redeemable Convertible Preferred Stock 08/02/2007   (2) Common Stock (3) 504,098 (6) $ (7) D  
Series C Redeemable Convertible Preferred Stock 08/02/2007   (2) Common Stock (3) 1,728,718 (8) $ (9) D  
Series D Redeemable Convertible Preferred Stock 08/02/2007   (2) Common Stock (3) 613,601 (10) $ (11) D  

Reporting Owners

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

Signatures

/s/ Thomas R. Holler, attorney-in-fact 08/02/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 235,561 shares held by Sigma Partners V, L.P., 28,994 shares held by Sigma Associates V, L.P. and 13,834 shares held by Sigma Investors V, L.P.
(2) These shares do not have an expiration date.
(3) The number of underlying shares of Common Stock reported in column 3 reflects a 1-for-3.13 stock split of the Issuer's Common Stock on 7/18/2007.
(4) Includes 960,037 shares held by Sigma Partners V, L.P., 384,596 shares held by Sigma Associates V, L.P. and 56,131 shares held by Sigma Investors V, L.P.
(5) Upon the Closing of the Issuer's initial public offering, each Share of Series A Redeemable Convertible Preferred Stock will automatically convert into 0.448 shares of Common Stock.
(6) Includes 351,847 shares held by Sigma Partners V, L.P., 131,551 shares held by Sigma Associates V, L.P. and 20,700 shares held by Sigma Investors V, L.P.
(7) Upon the Closing of the Issuer's initial public offering, each Share of Series B Redeemable Convertible Preferred Stock will automatically convert into 0.363 shares of Common Stock.
(8) Includes 1,465,232 shares held by Sigma Partners V, L.P., 177,368 shares held by Sigma Associates V, L.P. and 86,118 shares held by Sigma Investors V, L.P.
(9) Upon the Closing of the Issuer's initial public offering, each Share of Series C Redeemable Convertible Preferred Stock will automatically convert into 0.319 shares of Common Stock.
(10) Includes 520,719 shares held by Sigma Partners V, L.P., 62,291 shares held by Sigma Associates V, L.P. and 30,591 shares held by Sigma Investors V, L.P.
(11) Upon the Closing of the Issuer's initial public offering, each Share of Series D Redeemable Convertible Preferred Stock will automatically convert into 0.319 shares of Common Stock.
 
Remarks:
The reporting persons are members of a 13(d) group owning more than 10% of the Issuer's outstanding Common Stock.

Exhibit 24 - Power of Attorney

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