SEC FORM 4

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

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

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)
08/08/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/08/2007		C		1,109,998⁽¹⁾⁽²⁾⁽³⁾	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾	1,163,036⁽²⁾⁽³⁾⁽⁷⁾	D
Common Stock	08/08/2007		C		1,012,856⁽¹⁾⁽³⁾⁽⁸⁾	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾	1,061,252⁽³⁾⁽⁷⁾⁽⁸⁾	D
Common Stock	08/08/2007		C		489,888⁽¹⁾⁽³⁾⁽⁹⁾	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾	513,295⁽³⁾⁽⁷⁾⁽⁹⁾	D
Common Stock	08/08/2007		C/K		120,837⁽¹⁾⁽³⁾⁽¹⁰⁾	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾	126,611⁽³⁾⁽⁷⁾⁽¹⁰⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Redeemable Convertible Preferred Stock	⁽⁴⁾	08/08/2007		C			1,160,171⁽²⁾⁽³⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	421,206⁽²⁾⁽³⁾⁽⁷⁾	$0.00	0	D
Series B Redeemable Convertible Preferred Stock	⁽⁴⁾	08/08/2007		C			1,058,638⁽³⁾⁽⁸⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	384,344⁽³⁾⁽⁷⁾⁽⁸⁾	$0.00	0	D
Series B Redeemable Convertible Preferred Stock	⁽⁴⁾	08/08/2007		C			512,033⁽³⁾⁽⁹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	185,896⁽³⁾⁽⁷⁾⁽⁹⁾	$0.00	0	D
Series B Redeemable Convertible Preferred Stock	⁽⁴⁾	08/08/2007		C			126,301⁽³⁾⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	45,854⁽³⁾⁽⁷⁾⁽¹⁰⁾	$0.00	0	D
Series C Redeemable Convertible Preferred Stock	⁽⁵⁾	08/08/2007		C			1,452,855⁽²⁾⁽³⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	464,169⁽²⁾⁽³⁾⁽⁷⁾	$0.00	0	D
Series C Redeemable Convertible Preferred Stock	⁽⁵⁾	08/08/2007		C			1,325,707⁽³⁾⁽⁸⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	423,547⁽³⁾⁽⁷⁾⁽⁸⁾	$0.00	0	D
Series C Redeemable Convertible Preferred Stock	⁽⁵⁾	08/08/2007		C			641,206⁽³⁾⁽⁹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	204,857⁽³⁾⁽⁷⁾⁽⁹⁾	$0.00	0	D
Series C Redeemable Convertible Preferred Stock	⁽⁵⁾	08/08/2007		C			158,164⁽³⁾⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	50,530⁽³⁾⁽⁷⁾⁽¹⁰⁾	$0.00	0	D
Series D Redeemable Convertible Preferred Stock	⁽⁶⁾	08/08/2007		C			703,071⁽²⁾⁽³⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	224,623⁽²⁾⁽³⁾⁽⁷⁾	$0.00	0	D
Series D Redeemable Convertible Preferred Stock	⁽⁶⁾	08/08/2007		C			641,542⁽³⁾⁽⁸⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	204,965⁽³⁾⁽⁷⁾⁽⁸⁾	$0.00	0	D
Series D Redeemable Convertible Preferred Stock	⁽⁶⁾	08/08/2007		C			310,295⁽³⁾⁽⁹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	99,135⁽³⁾⁽⁷⁾⁽⁹⁾	$0.00	0	D
Series D Redeemable Convertible Preferred Stock	⁽⁶⁾	08/08/2007		C			76,540⁽³⁾⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	24,453⁽³⁾⁽⁷⁾⁽¹⁰⁾	$0.00	0	D

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

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 VIRTUSA CORPORATION

2000 WEST PARK DRIVE

(Street)

WESTBOROUGH

01581

(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

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

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

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

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

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. Represents total shares received upon conversion of shares of Series B, C and D Redeemable Convertible Preferred Stock and a 1-for-3.13 stock split of the Issuer's Common Stock.

2. These securities are owned soley by JAFCO American Technology Fund III, L.P.

3. 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 held by the Globespan Funds. The voting and investment power with respect to these shares 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.

4. Each share of Series B Redeemable Convertible Preferred Stock converted into 0.363 shares of Common Stock upon the Closing of the Issuer's initial public offering.

5. 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.

6. 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.

7. Reflects a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.

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

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

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

11. 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.

Remarks:

The reporting persons are members of a 13(d) group owning more than 10% of the Issuer's oustanding Common Stock.

	/s/ Thomas R. Holler, attorney-in-fact	08/08/2007
	Thomas R. Holler, attorney-in-fact	08/08/2007
	Thomas R. Holler, attorney-in-fact	08/08/2007
	Thomas R. Holler, attorney-in-fact	08/08/2007
	Thomas R. Holler, attorney-in-fact	08/08/2007
	Thomas R. Holler, attorney-in-fact	08/08/2007
	Thomas R. Holler, attorney-in-fact	08/08/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.