Edgar Filing: VIRTUSA CORP

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Armony Izhar

2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [VRTU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 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		2,846,996 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	2,977,611 ⁽²⁾ ⁽³⁾ ⁽⁸⁾	I	See footnote ⁽³⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Redeemable Convertible Preferred Stock

⁽⁵⁾

08/08/2007

86,326 ⁽²⁾ ⁽³⁾ ⁽⁹⁾

⁽¹⁰⁾

Common Stock

38,676 ⁽²⁾ ⁽³⁾ ⁽¹¹⁾

$ 0

See Footnote ⁽³⁾

Series B Redeemable Convertible Preferred Stock

⁽⁴⁾

08/08/2007

3,063,005 ⁽²⁾ ⁽³⁾ ⁽¹²⁾

⁽¹⁰⁾

Common Stock

1,112,037 ⁽²⁾ ⁽³⁾ ⁽¹³⁾

$ 0

See Footnote ⁽³⁾

Series C Redeemable Convertible Preferred Stock

⁽⁶⁾

08/08/2007

3,577,932 ⁽²⁾ ⁽³⁾ ⁽¹⁴⁾

⁽¹⁰⁾

Common Stock

1,143,106 ⁽²⁾ ⁽³⁾ ⁽¹⁵⁾

$ 0

See Footnote ⁽³⁾

Series D Redeemable Convertible Preferred Stock

⁽⁷⁾

08/08/2007

1,731,448 ⁽²⁾ ⁽³⁾ ⁽¹⁶⁾

⁽¹⁰⁾

Common Stock

553,177 ⁽²⁾ ⁽³⁾ ⁽¹⁷⁾

$ 0

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Armony Izhar C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH, MA 01581	X	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 shares of Series A, B, C and D Convertible Preferred Stock and includes 2,762,546 shares held by Charles River Partnership XI, LP, 69,776 shares held by Charles River Friends XI-A, LP and 14,647 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(2)	Charles River XI GP, LLC, is the general partner of Charles River XI GP, LP, Charles River Friends XI-A, LP and Charles River Friends XI-B, LP. Charles River XI GP, LP, is the general partner of Charles River Partnership XI, LP.
(3)	The reporting person may be deemed to be a beneficial owner of these shares as he is a managing member of Charles River XI GP, LLC, which is the general partner of Charles River XI GP, LP, Charles River Friends XI-A, LP and Charles River Friends XI-B, LP, and a general partner of Charles River XI GP, LP, which is the general partner of Charles River Partnership XI, LP, which together these entities form a 13(d) group owning more than 10% of the Issuer's outstanding Common Stock. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(4)	Each share of Series B Redeemable Convertible Preferred Stock automatically converted into 0.363 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(5)	Each share of Series A Redeemable Convertible Preferred Stock automatically converted into 0.448 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(6)	Each share of Series C Redeemable Convertible Preferred Stock automatically converted into 0.319 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(7)	Each share of Series D Redeemable Convertible Preferred Stock automatically converted into 0.319 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(8)	Includes 2,889,287 shares held by Charles River Partnership XI, LP, 72,977 shares held by Charles River Friends XI-A, LP and 15,347 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(9)	Includes 83,765 shares held by Charles River Partnership XI, LP, 2,116 shares held by Charles River Friends XI-A, LP and 445 shares held by Charles River Friends XI-B, LP.
(10)	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.
(11)	Includes 37,529 shares held by Charles River Partnership XI, LP, 948 shares held by Charles River Friends XI-A, LP and 199 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(12)	Includes 2,972,141 shares held by Charles River Partnership XI, LP, 75,073 shares held by Charles River Friends XI-A, LP and 15,791 shares held by Charles River Friends XI-B, LP.
(13)	Includes 1,079,051 shares held by Charles River Partnership XI, LP, 27,254 shares held by Charles River Friends XI-A, LP and 5,732 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(14)	Includes 3,471,793 shares held by Charles River Partnership XI, LP, 87,693 shares held by Charles River Friends XI-A, LP and 18,446 shares held by Charles River Friends XI-B, LP.
(15)	Includes 1,109,198 shares held by Charles River Partnership XI, LP, 28,016 shares held by Charles River Friends XI-A, LP and 5,892 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(16)	Includes 1,680,085 shares held by Charles River Partnership XI, LP, 42,437 shares held by Charles River Friends XI-A, LP and 8,926 shares held by Charles River Friends XI-B, LP.
(17)	Includes 536,768 shares held by Charles River Partnership XI, LP, 13,558 shares held by Charles River Friends XI-A, LP and 2,851 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.

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