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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Moriarty Rowland T   2. Issuer Name and Ticker or Trading Symbol VIRTUSA CORP [VRTU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VIRTUSA CORPORATION, 2000 WEST PARK DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 08/08/2007 (Street) WESTBOROUGH, MA 01581 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 08/08/2007   C   38,236 (1) A (2) (3) 335,065 (4) (5) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Series C Redeemable Convertible Preferred Stock

(2)

08/08/2007

C

104,723 (2) (6)

(7)

(7)

Common Stock

33,457

$ 0

0

D

Series D Redeemable Convertible Preferred Stock

(3)

08/08/2007

C

14,960 (3) (6)

(7)

(7)

Common Stock

4,779

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Moriarty Rowland T C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH, MA 01581	X

Signatures

/s/ Thomas R. Holler, attorney-in-fact		08/08/2007
**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)	Represents total shares received upon conversion of Series C and D Redeemable Convertible Preferred Stock and a 1-for-3.13 stock split of the Issuer's Common Stock.
(2)	Each share of Series C Redeemable Convertible Stock automatically converted into 0.319 shares of Common Stock upon Closing of the Issuer's initial public offering.
(3)	Each share of Series D Redeemable Convertible Stock automatically converted into 0.319 shares of Common Stock upon Closing of the Issuer's initial public offering.
(4)	Includes shares of Common Stock received upon conversion of Series C and D Redeemable Convertible Preferred Stock and 71,168 shares issuable upon exercise of a stock option grant, and reflects a 1-for-3.13 stock split of the issuer's Common Stock, which took place on 7/18/2007.
(5)	The reporting person was granted an option to purchase 71,168 shares of Common Stock of the Issuer on 8/7/2006. One-twelvth of these shares vested on 11/7/2006, and the remainder shall vest in equal quarterly installments thereafter until 11/7/2009.
(6)	Reflects a 1-for-3.13 stock split of the Issuer's Common Stock, which took place on 7/18/2007.
(7)	Shares of Series A, B, C and D Redeemable Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock upon the Closing of the Issuer's initial public offering.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.