SEC FORM 3/A

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^*

CHARLES RIVER PARTNERSHIP XI LP

(Last)

(First)

(Middle)

C/O CHARLES RIVER XI GP, LP

1000 WINTER STREET, SUITE 3300

(Street)

WALTHAM

02451

(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	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/02/2007

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	130,615⁽¹⁾⁽²⁾⁽³⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Redeemable Convertible Preferred Stock	⁽⁷⁾	⁽⁴⁾	Common Stock⁽⁵⁾	38,676	⁽⁷⁾	D⁽²⁾⁽³⁾⁽⁶⁾
Series B Redeemable Convertible Preferred Stock	⁽⁹⁾	⁽⁴⁾	Common Stock⁽⁵⁾	1,112,037	⁽⁹⁾	D⁽²⁾⁽³⁾⁽⁸⁾
Series C Redeemable Convertible Preferred Stock	⁽¹¹⁾	⁽⁴⁾	Common Stock⁽⁵⁾	1,143,106	⁽¹¹⁾	D⁽²⁾⁽³⁾⁽¹⁰⁾
Series D Redeemable Convertible Preferred Stock	⁽¹³⁾	⁽⁴⁾	Common Stock⁽⁵⁾	553,177	⁽¹³⁾	D⁽²⁾⁽³⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

CHARLES RIVER PARTNERSHIP XI LP

(Last)

(First)

(Middle)

C/O CHARLES RIVER XI GP, LP

1000 WINTER STREET, SUITE 3300

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Charles River Friends XI-A, LP

(Last)

(First)

(Middle)

C/O CHARLES RIVER XI GP, LLC

1000 WINTER STREET, SUITE 3300

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Charles River Friends XI-B, LP

(Last)

(First)

(Middle)

C/O CHARLES RIVER XI GP, LLC

1000 WINTER STREET, SUITE 3300

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Charles River XI GP, LP

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3300

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Charles River XI GP, LLC

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3300

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Includes 126,741 shares held by Charles River Partnership XI, LP ("CRP XI"), 3,201 shares held by Charles River Friends XI-A, LP ("CRF XI-A") and 673 shares held by Charles River Friends XI-B, LP ("CRF XI-B").

2. Charles River XI GP, LLC ("CR XI GP LLC") is the General Partner of Charles River XI GP, LP ("CR XI GP LP"). CR XI GP LLC is also the General Partner of CRF XI-A and CRF XI-B. CR XI GP LP is the General Partner of CRP XI. CRP XI, CRF XI-A and CRF XI-B (collectively, the "Partnerships") form a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Each of Izhar Armony, Christopher Baldwin, Richard M. Burnes, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak is a managing member of CR XI GP, LLC. Accordingly, each of CR XI GP LP, CR XI GP LLC and Messrs. Armony, Baldwin, Burnes, Dintersmith, Sachs, Tai, and Zak (collectively, the "Management Persons") may be deemed to beneficially own the securities owned by the Partnerships.

3. Each of the Management Persons disclaims beneficial ownership of the securities reported herein held by the Partnerships, except to the extent of such person's pecuniary interest in each applicable Partnership, if any. The filing of this statement by any reporting person shall not be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

4. These shares do not have an expiration date.

5. 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 07/18/2007.

6. Includes 37,529 shares held by Charles River Partnership XI, LP, 948 shares held by Charles River Friends XI-A, LP and 199 shares held by Charles River Friends XI-B, LP.

7. 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.

8. Includes 1,079,051 shares held by Charles River Partnership XI, LP, 27,254 shares held by Charles River Friends XI-A, LP and 5,732 shares held by Charles River Friends XI-B, LP.

9. 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.

10. Includes 1,109,198 shares held by Charles River Partnership XI, LP, 28,016 shares held by Charles River Friends XI-A, LP and 5,892 shares held by Charles River Friends XI-B, LP.

11. 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.

12. Includes 536,768 shares held by Charles River Partnership XI, LP, 13,558 shares held by Charles River Friends XI-A, LP and 2,851 shares held by Charles River Friends XI-B, LP.

13. 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:

Each of the individual Management Persons is also a reporting person. Because the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the individual Management Persons have filed separately from this Form 3, as amended. Such other Form 3, as amended, and this amended Form 3 (collectively, the "Amended Form 3") relate to the same securities and transactions. Thus, in total, there are eleven (11) joint filers: Charles River Partnership XI, LP, Charles River Friends XI-A, LP, Charles River Friends XI-B, LP, Charles River XI GP, LP, Charles River XI GP, LLC, Christopher Baldwin, Richard M. Burns, Jr., Ted R. Dintersmith, Bruce I. Sachs, William P. Tai, and Michael J. Zak. Izhar Armony files separately with respect to Virtusa Corporation. The Amended Form 3 amends the Form 3 filed August 2, 2007, as previously amended on August 10, 2007 (the "Initial Form 3"), which did not include the individual Management Persons as reporting persons. A Form 4 was filed on August 10, 2007 relating to the securities reported on the Initial Form 3/A, which also did not include the individual Management Persons as reporting persons. Exhibit List Exhibit 24: Power of Attorney for Bruce I. Sachs

	/s/ Sarah Reed, Attorney-in-Fact for Charles River XI GP, LLC, general partner of Charles River XI GP, LP, general partner of Charles River Partnership XI, LP	02/13/2008
	/s/ Sarah Reed, Attorney-in-Fact for Charles River XI GP, LLC, general partner of Charles River Friends XI-A, LP	02/13/2008
	/s/ Sarah Reed, Attorney-in-Fact for Charles River XI GP, LLC, general partner of Charles River Friends XI-B, LP	02/13/2008
	/s/ Sarah Reed, Attorney-in-Fact for Charles River XI GP, LLC, general partner of Charles River XI GP, LP	02/13/2008
	/s/ Sarah Reed, Attorney-in-Fact for Charles River XI GP, LLC	02/13/2008
	** 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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