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* CHARLES RIVER PARTNERSHIP XI LP (Last) (First) (Middle) 1000 WINTER STREET, SUITE 3300 (Street) WALTHAM MA 02451 (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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2007		C		2,846,996(1)(2)	A	(3)(4)(5)(6)	2,977,611(2)(7)	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
Series A Redeemable Convertible Preferred Stock	(4)	08/08/2007		C			86,326(2)(8)	(9)	(9)	Common Stock	38,676(2)(10)	$0.00	0	D
Series B Redeemable Convertible Preferred Stock	(3)	08/08/2007		C			3,063,005(2)(11)	(9)	(9)	Common Stock	1,112,037(2)(12)	$0.00	0	D
Series C Redeemable Convertible Preferred Stock	(5)	08/08/2007		C			3,577,932(2)(13)	(9)	(9)	Common Stock	1,143,106(2)(14)	$0.00	0	D
Series D Redeemable Convertible Preferred Stock	(6)	08/08/2007		C			1,731,448(2)(15)	(9)	(9)	Common Stock	553,177(2)(16)	$0.00	0	D

1. Name and Address of Reporting Person* CHARLES RIVER PARTNERSHIP XI LP (Last) (First) (Middle) 1000 WINTER STREET, SUITE 3300 (Street) WALTHAM MA 02451 (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* Charles River Friends XI-A, LP (Last) (First) (Middle) 1000 WINTER STREET, SUITE 3300 (Street) WALTHAM MA 02451 (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* Charles River Friends XI-B, LP (Last) (First) (Middle) 1000 WINTER STREET, SUITE 3300 (Street) WALTHAM MA 02451 (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* Charles River XI GP, LLC (Last) (First) (Middle) 1000 WINTER STREET, SUITE 3300 (Street) WALTHAM MA 02451 (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* Charles River XI GP, LP (Last) (First) (Middle) 1000 WINTER STREET, SUITE 3300 (Street) WALTHAM MA 02451 (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 A, B, C and D Convertible Preferred Stock and includes 2,762,546 shares held by Charles River Partnership XI, LP, 69,776 shares held by Charles River Friends XI-A, LP and 14,647 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.

2. Charles River XI GP, LLC, is the general partner of Charles River XI GP, LP, Charles River Friends XI-A, LP and Charles River Friends XI-B, LP. Charles River XI GP, LP, is the general partner of Charles River Partnership XI, LP.

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

4. Each share of Series A Redeemable Convertible Preferred Stock automatically converted into 0.448 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. Includes 2,889,287 shares held by Charles River Partnership XI, LP, 72,977 shares held by Charles River Friends XI-A, LP and 15,347 shares held by Charles River Friends XI-B, LP and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.

8. Includes 83,765 shares held by Charles River Partnership XI, LP, 2,116 shares held by Charles River Friends XI-A, LP and 445 shares held by Charles River Friends XI-B, LP.

9. 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.

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

11. Includes 2,972,141 shares held by Charles River Partnership XI, LP, 75,073 shares held by Charles River Friends XI-A, LP and 15,791 shares held by Charles River Friends XI-B, LP.

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

13. Includes 3,471,793 shares held by Charles River Partnership XI, LP, 87,693 shares held by Charles River Friends XI-A, LP and 18,446 shares held by Charles River Friends XI-B, LP.

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

15. Includes 1,680,085 shares held by Charles River Partnership XI, LP, 42,437 shares held by Charles River Friends XI-A, LP and 8,926 shares held by Charles River Friends XI-B, LP.

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

Remarks:

The reporting persons are members of a 13(d) group owning more than 10% of the Issuer's 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
	** Signature of Reporting Person	Date
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