SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SIGMA PARTNERS V LP (Last) (First) (Middle) 1600 CAMINO REAL, SUITE 280 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/02/2007	3. Issuer Name and Ticker or Trading Symbol VIRTUSA CORP [ VRTU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See remarks	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	278,389(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Redeemable Convertible Preferred Stock	08/02/2007	(2)	Common Stock(3)	1,400,764(4)	(5)	D
Series B Redeemable Convertible Preferred Stock	08/02/2007	(2)	Common Stock(3)	504,098(6)	(7)	D
Series C Redeemable Convertible Preferred Stock	08/02/2007	(2)	Common Stock(3)	1,728,718(8)	(9)	D
Series D Redeemable Convertible Preferred Stock	08/02/2007	(2)	Common Stock(3)	613,601(10)	(11)	D

1. Name and Address of Reporting Person* SIGMA PARTNERS V LP (Last) (First) (Middle) 1600 CAMINO REAL, SUITE 280 (Street) MENLO PARK CA 94025 (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* Sigma Associates V, L.P. (Last) (First) (Middle) 1600 CAMINO REAL, SUITE 280 (Street) MENLO PARK CA 94025 (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* Sigma Investors V, L.P. (Last) (First) (Middle) 1600 CAMINO REAL, SUITE 280 (Street) MENLO PARK CA 94025 (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* Sigma Management V, L.L.C (Last) (First) (Middle) 1600 CAMINO REAL, SUITE 280 (Street) MENLO PARK CA 94025 (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. Includes 235,561 shares held by Sigma Partners V, L.P., 28,994 shares held by Sigma Associates V, L.P. and 13,834 shares held by Sigma Investors V, L.P.

2. These shares do not have an expiration date.

3. The number of underlying shares of Common Stock reported in column 3 reflects a 1-for-3.13 stock split of the Issuer's Common Stock on 7/18/2007.

4. Includes 960,037 shares held by Sigma Partners V, L.P., 384,596 shares held by Sigma Associates V, L.P. and 56,131 shares held by Sigma Investors V, L.P.

5. Upon the Closing of the Issuer's initial public offering, each Share of Series A Redeemable Convertible Preferred Stock will automatically convert into 0.448 shares of Common Stock.

6. Includes 351,847 shares held by Sigma Partners V, L.P., 131,551 shares held by Sigma Associates V, L.P. and 20,700 shares held by Sigma Investors V, L.P.

7. Upon the Closing of the Issuer's initial public offering, each Share of Series B Redeemable Convertible Preferred Stock will automatically convert into 0.363 shares of Common Stock.

8. Includes 1,465,232 shares held by Sigma Partners V, L.P., 177,368 shares held by Sigma Associates V, L.P. and 86,118 shares held by Sigma Investors V, L.P.

9. Upon the Closing of the Issuer's initial public offering, each Share of Series C Redeemable Convertible Preferred Stock will automatically convert into 0.319 shares of Common Stock.

10. Includes 520,719 shares held by Sigma Partners V, L.P., 62,291 shares held by Sigma Associates V, L.P. and 30,591 shares held by Sigma Investors V, L.P.

11. Upon the Closing of the Issuer's initial public offering, each Share of Series D Redeemable Convertible Preferred Stock will automatically convert into 0.319 shares of Common Stock.

Remarks:

The reporting persons are members of a 13(d) group owning more than 10% of the Issuer's outstanding Common Stock. Exhibit 24 - Power of Attorney

	/s/ Thomas R. Holler, attorney-in-fact	08/02/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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