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
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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*
DAVOLI ROBERT E

(Last) (First) (Middle)
C/O VIRTUSA CORPORATION
2000 WEST PARK DRIVE

(Street)
WESTBOROUGH MA 01581

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 11/05/2012 J (1) 1,766,698 D (1) 0 I Held by Sigma Partners V, L.P. (2)
Common Stock 11/05/2012 J (3) 392,400 D (3) 0 I Held by Sigma Associates V. L.P. (2)
Common Stock 11/05/2012 J (4) 103,686 D (4) 0 I Held by Sigma Investors V, L.P. (2)
Common Stock 08/05/2011 J (5) 220,373 A (5) 388,599 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
Explanation of Responses:
1. These shares were distributed to the limited partners of Sigma Partners V, L.P. without the receipt of consideration (under the terms of the applicable limited partnership agreements with the limited partners and Sigma Partners V, L.P.).
2. The reporting person may be deemed to be the beneficial owner of these shares as he is the managing director and general partner of Sigma Partners V, L.P., Sigma Associates V, L.P. and Sigma Investors V, L.P. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
3. These shares were distributed to the limited partners of Sigma Associates V, L.P. without the receipt of consideration (under the terms of the applicable limited partnership agreements with the limited partners and Sigma Associates V, L.P.).
4. These shares were distibuted to the limited partners of Sigma Investors V, L.P. without the receipt of consideration (under the terms of the applicable limited partnership agreements with the limited partners and Sigma Investors V, L.P.).
5. These shares include shares which were distributed to the reporting person without the receipt of consideration (i) from Sigma Partners V (via Sigma Management V as the General Partner of Sigma Partners V)(160,400), (ii) from Sigma Investors V (by Sigma Management V, as General Partner of Sigma Investors V (361), and (iii) from Sigma Associates V (59,612), in each case, under applicable partnership agreements directly or indirectly between the reporting person and applicable Sigma Partner entities. These transactions are exempt under Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended.
Remarks:
Paul D. Tutun, Attorney in Fact 11/06/2012
** 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).
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