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 *
Kalia Ranjan
  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 & Chief Financial Officer
(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)
06/05/2018
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)   1,511 (1) D $ 50.29 175,083 D  
common stock 06/01/2018   F(2)   445 (2) D $ 50.29 174,638 D  
common stock 06/01/2018   F(3)   1,833 (3) D $ 50.29 172,805 D  
common stock 06/05/2018   M(4)   2,139 A $ 9.82 174,944 D  
common stock 06/05/2018   S   2,139 D $ 51.9098 (5) 172,805 D  
common stock 06/05/2018   S   2,647 D $ 52 170,158 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Non-qualified Stock Option $ 9.82 06/05/2018   M(4)     2,139   (4) 08/04/2019 common stock 2,139 $ 9.82 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kalia Ranjan
C/O VIRTUSA CORPORATION
132 TURNPIKE ROAD
SOUTHBOROUGH, MA 01772
      EVP & Chief Financial Officer  

Signatures

 //Paul D. Tutun, Attorney in Fact   06/05/2018
**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 13,597 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) The reporting person was granted 16,000 shares of restricted stock units on 11/14/2016 under the 2015 Stock Option and Incentive Plan. 6.25% of these shares will vest each quarter in 16 equal installments beginning on 12/1/16 and each 3 month anniversary thereafter with the final vesting date on 9/1/2020. On 6/1/18, 6.25% of the shares vested and on 6/1/18 the company withheld the number of shares listed above equal to the reporting person's tax liability thereon.
(3) On August 10, 2017, the reporting person was granted 12,367 shares of restricted stock which vest at a rate of 33.333% each year over 3 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, the company withheld the number of shares equal to the tax liability thereon.
(4) The reporting person was granted an option to purchase these shares on 08/04/2009. All shares are now vested.
(5) The sale of shares was executed in multiple trades at prices ranging from $51.90 to $51.935 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
 
Remarks:
The purpose of this amendment is to include the stock option exercise of 2,139 shares exercised on June 5, 2018 in Table I and Table II which was inadvertently omitted from the original filing on June 5, 2018.

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