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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Canekeratne Kris A C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH, MA 01581 |
X | X | Chairman & CEO | |
| /s/ Paul D. Tutun, Attorney in Fact | 05/19/2010 | |
| **Signature of Reporting Person | Date |
| * | 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) | In May 2010, the reporting person was granted 100,000 shares of restricted stock which vest at a rate of 25% each year, commencing on April 1, 2010, under the Company's 2007 Stock Option and Incentive Plan (the "2007 Plan"). If the Company achieves a certain revenue target for its fiscal year ending March 31, 2011, then 12,500 shares allocated to the fourth annual vesting period shall accelerate and vest; and if the Company achieves a certain revenue target for the fiscal year ending March 31, 2012, then 12,500 shares allocated to the fourth annual vesting period shall accelerate and vest. The grantee retains voting rights with respect to such shares unless and to the extent that such shares do not vest and are forfeited. |
| (2) | Includes 37,500 shares of performance based restricted stock granted under the Company's 2007 Plan in October 2008 (the "October Plan"), which vest only upon the Company's achievement of certain revenue and operating income targets for each fiscal year over the next three fiscal years, commencing with the fiscal year ending March 31, 2011. The performance based restricted shares vest at a rate of 25% per performance period upon achievement of applicable revenue and operating income targets for such fiscal year, with each fiscal year being a performance period. For the fiscal year ended March 31, 2010, the vested shares are shown elsewhere in this Form 4. The grantee retains voting rights with respect to the shares unless and to the extent that such shares do not vest and are forfeited. |
| (3) | The reporting person was granted 50,000 shares of performance based restricted stock granted under the Company's 2007 Plan pursant to the October Plan, which vest only upon the Company's achievement of certain revenue and operating income targets for each fiscal year over four fiscal years, commencing with the fiscal year ended March 31, 2010. For the fiscal year ended March 31, 2010, based on the Company's revenue and operating profit results, the reporting person vested in 4,151 shares (of the eligible 12,500) for the fiscal year ended March 31, 2010 The grantee retains voting rights with respect to the shares unless and to the extent that such shares do not vest and are forfeited. |
| (4) | Under the October Plan, the reporting person had 4151 performance based shares vest for the fiscal year ended March 31, 2010 but had 1,317 withheld by the Company as full payment for taxes on the vested performance based shares. |
| (5) | The reporting person was granted 20,366 shares of performance based restricted stock on August 5, 2009 (the "August Plan") under the Company's 2007 Plan, of which, 25% of the shares granted would vest only upon the Company's achievement of certain revenue and operating income targets for the fiscal year ending March 31, 2010. To the extent that these shares vest upon achievement of such revenue and/or operting income targets for the fiscal year ended March 31, 2010, the remaining shares would vest at rate of 6.25% each three month period thereafter. Based on the Company's revenue and operaing profit for FY2010, the reporting person had 2,037 shares immediately vest with 6,109 shares to vest at a rate of 6.25% each 3 month period thereafer, commencing on April 1, 2010. The grantee retains voting rights with respect to such shares unless and to the extent that such shares do not vest and are forfeited. |
| (6) | Under the August Plan, the reporting person had 2,037 performance based shares vest as of May 17, 2010 (for FY10), but had 646 shares withheld by the Company as full payment for taxes on the vested performance based shares. |