SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* JAV Management Associates III, L.L.C. (Last) (First) (Middle) C/O GLOBESPAN CAPITAL MANAGEMENT, LLC ONE BOSTON PLACE, SUITE 2810 (Street) BOSTON MA 02108 (City) (State) (Zip)	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 Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 02/19/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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	02/19/2008		J		1,163,036(1)(6)(9)	D	$0(6)	0(1)(6)	D
Common Stock	02/19/2008		J		1,061,252(2)(7)(9)	D	$0(7)	0(2)(7)	D
Common Stock								513,295(3)(9)	D
Common Stock	02/19/2008		J		126,611(4)(8)(9)	D	$0(8)	0(4)(8)	D
Common Stock	02/19/2008		J		23,607(5)(9)	A	$0(5)	39,581(5)(9)	D

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* JAV Management Associates III, L.L.C. (Last) (First) (Middle) C/O GLOBESPAN CAPITAL MANAGEMENT, LLC ONE BOSTON PLACE, SUITE 2810 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* JAFCO AMERICA TECHNOLOGY FUND III LP (Last) (First) (Middle) C/O GLOBESPAN CAPITAL MANAGEMENT, LLC ONE BOSTON PLACE, SUITE 2810 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* JAFCO America Technology Cayman Fund III, L.P. (Last) (First) (Middle) C/O GLOBESPAN CAPITAL MANAGEMENT, LLC ONE BOSTON PLACE, SUITE 2810 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* JAFCO USIT FUND III L P (Last) (First) (Middle) C/O GLOBESPAN CAPITAL MANAGEMENT, LLC ONE BOSTON PLACE, SUITE 2810 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* JAFCO AMERICA TECHNOLOGY AFFILIATES FUND III LP (Last) (First) (Middle) C/O GLOBESPAN CAPITAL MANAGEMENT, LLC ONE BOSTON PLACE, SUITE 2810 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Goldfarb Andrew P (Last) (First) (Middle) C/O GLOBESPAN CAPITAL MANAGEMENT, LLC ONE BOSTON PLACE, SUITE 2810 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* SCHIFFMAN BARRY J (Last) (First) (Middle) C/O GLOBESPAN CAPITAL MANAGEMENT, LLC ONE BOSTON PLACE, SUITE 2810 (Street) BOSTON MA 02108 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. These securities are owned solely by JAFCO America Technology Fund III, L.P.

2. These securities are owned solely by JAFCO America Technology Cayman Fund III, L.P.

3. These securities are owned solely by JAFCO USIT Fund III, L.P.

4. These securities are owned solely by JAFCO America Technology Affiliates Fund III, L.P.

5. These securities are owned solely by JAV Management Associates III, L.L.C., 23,607 of which were received in a distribution made on a pro rata basis for no consideration by JAFCO America Technology Fund III, L.P., JAFCO America Technology Cayman Fund III, L.P. and JAFCO America Technology Affiliates Fund III, L.P. to their general partner and respective limited partners.

6. Represents a pro rata distribution for no consideration made by JAFCO America Technology Fund III, L.P. to its general partner and limited partners.

7. Represents a pro rata distribution for no consideration made by JAFCO America Technology Cayman Fund III, L.P. to its general partner and limited partners.

8. Represents a pro rata distribution for no consideration made by JAFCO America Technology Affiliates Fund III, L.P. to its general partner and limited partners.

9. JAV Management Associates III, L.L.C. is the general partner of JAFCO America Technology Fund III, L.P., JAFCO America Technology Cayman Fund III, L.P., JAFCO USIT Fund III, L.P. and JAFCO America Technology Affiliates Fund III, L.P. (the "Globespan Funds") and may be deemed to have a beneficial interest in the shares directly held by the Globespan Funds. The voting and investment power with respect to the shares directly held by the Globespan Funds and the shares directly held by JAV Management Associates III, L.L.C. is vested in Andrew P. Goldfarb and Barry J. Schiffman, the managing members of JAV Management Associates III, L.L.C. JAV Management Associates III, L.L.C., Andrew P. Goldfarb and Barry J. Schiffman each disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest in such shares which is subject to indeterminable future events.

Remarks:

The reporting persons are members of a 13(d) group beneficially owning more than 10% of the Issuer's outstanding equity securities.

	/s/ Andrew P. Goldfarb, Managing Member of JAV Management Associates III, L.L.C.	02/21/2008
	/s/ Barry. J. Schiffman	02/21/2008
	/s/ Andrew P. Goldfarb	02/21/2008
	/s/ Andrew P. Goldfarb, Managing Member of JAV Management Associates III, L.L.C.	02/21/2008
	/s/ Andrew P. Goldfarb, Managing Member of JAV Management Associates III, L.L.C.	02/21/2008
	/s/ Andrew P. Goldfarb, Managing Member of JAV Management Associates III, L.L.C.	02/21/2008
	/s/ Andrew P. Goldfarb, Managing Member of JAV Management Associates III, L.L.C.	02/21/2008
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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