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 *
Narayanan Sundararajan
  2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [VRTU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, CPO and Global Head of HR
(Last)
(First)
(Middle)
C/O VIRTUSA CORPORATION, 132 TURNPIKE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2018
(Street)

SOUTHBOROUGH, MA 01772
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 06/01/2018   F(1)   235 (1) D $ 50.29 82,356 D  
common stock 06/01/2018   F(2)   387 (2) D $ 50.29 81,969 D  
common stock 06/01/2018   F(3)   883 (3) D $ 50.29 81,086 D  

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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
Narayanan Sundararajan
C/O VIRTUSA CORPORATION
132 TURNPIKE ROAD
SOUTHBOROUGH, MA 01772
      EVP, CPO and Global Head of HR  

Signatures

 /s/ Paul D. Tutun, Attorney in Fact   06/04/2018
**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) On August 8, 2014, the reporting person was granted 3,181 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2015 with vesting to occur each anniversary date thereafter, under the Company's 2007 Stock Option and Incentive Plan ("2007 Plan"). On 6/1/18, 25% vested and on 6/1/18, the company withheld the number of shares equal to the tax liability thereon.
(2) On 07/31/2015, the reporting person was granted 5,256 shares of restricted stock awards under the Company's 2007 Stock Option and Incentive Plan ("2007 Plan") with 25% of the shares vesting on 06/01/2016 and 25% vesting each one year anniversary thereafter. On 6/1/2018, 25% of the shares vested, and on 6/1/18 the company withheld the number of shares equal to the tax liability thereon.
(3) On August 10, 2017, the reporting person was granted 8,994 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2018 with vesting to occur each anniversary date thereafter, under the Company's 2015 Stock Option and Incentive Plan ("2015 Plan"). On 6/1/18, 25% vested and on 6/1/18, the company withheld the number of shares equal to the tax liability thereon.

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