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

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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^*

Rajgopal Raj

(Last)

(First)

(Middle)

C/O 2000 WEST PARK DRIVE

(Street)

WESTBOROUGH

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2013

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)
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	06/03/2013		A⁽¹⁾		6,000	A	$23.99	115,436⁽²⁾	D
common stock	06/03/2013		F⁽³⁾		2,131	D	$23.99	113,305⁽²⁾	D
common stock	06/03/2013		A⁽⁴⁾		6,755	A	$23.99	111,310	D
common stock	06/03/2013		F⁽⁵⁾		2,203	D	$23.99	109,107	D
common stock	06/03/2013		F⁽⁶⁾		4,720	D	$23.99	104,387	D
common stock	06/03/2013		F⁽⁷⁾		121	D	$23.99	104,266	D
common stock	06/03/2013		F⁽⁸⁾		2,445	D	$23.99	101,821	D
common stock	06/03/2013		F⁽⁹⁾		2,791	D	$23.99	99,030	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)

Explanation of Responses:

1. The reporting person was granted 6,000 shares of performance based restricted stock under the Company's 2007 Option and Incentive Plan (the "2007 Plan")on August 2, 2012, which vest only upon the Company's achievement of certain revenue targets for the fiscal year ending March 31, 2013 ("FY13"). Based on the Company's operating results for FY13, the Company awarded 6,000 shares.

2. Includes 8750 shares of performance based restricted stock granted under the Company's 2007 Plan in November 2008, which vest only upon the Company's achievement of certain revenue and operating income targets for FY13. The grantee retains voting rights with respect to restricted shares unless and to the extent that such shares do not vest and are forfeited.

3. The reporting person was granted 6,000 shares of performance based restricted stock under the Company's 2007 Plan on August 2, 2012, which vest only upon the Company's achievement of certain revenue targets for FY13. Based on the Company's operating results for FY13, the Company awarded 6,000 shares and under the 2007 Plan, withheld the number of shares listed above to pay applicable taxes thereon.

4. The reporting person was granted 8750 shares of performance based restricted stock under the Company's 2007 Plan in November 2008, which vest only upon the Company's achievement of certain revenue and operating income targets for FY13. Based on the Company's FY13 operating results, 6755 shares vested.

5. The reporting person was granted 8750 shares of performance based restricted stock under the Company's 2007 Plan in November 2008, which vest only upon the Company's achievement of certain revenue and operating income targets for FY13. Based on the Company's FY13 operating results, 6755 shares vested and under the Plan, the Company withheld the number of shares listed above to pay applicable taxes.

6. In May 2010, the reporting person was granted 40,000 shares of restricted stock which vest at a rate of 25% each year, commencing on with the first vesting period on June 1, 2011, under the Company's 2007 Plan. On 6/1/13, 25% vested and under the 2007 Plan the Company withheld the number of shares listed above to pay applicable taxes thereon.

7. The reporting person was granted 10,183 shares of performance based restricted stock granted on August 4, 2009 under the Company's 2007 Plan, of which, 25% of the shares granted would vest only upon the Company's achievement of certain revenue and operating income targets for the fiscal year ending March 31, 2010 ("FY10"). To the extent that these shares vest upon achievement of such targets for FY10, the remaining shares would vest at rate of 6.25% each three month period thereafter. Based on the Company's operating results for FY10, 1,018 shares immediately vested as of May 17, 2010 with 3,055 shares to vest at a rate of 6.25% each 3 month period commencing on April 1, 2010. On 6/1/13, an additional installment vested and the Company under the 2007 Plan withheld the number of shares listed above to pay applicable taxes thereon.

8. On August 2, 2012, the reporting person was granted 30,000 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2013 with vesting to occur each anniversary date thereafter, under the Company's 2007 Plan. On 6/1/13, 25% vested and the Company under the 2007 Plan withheld the number of shares listed above to pay applicable taxes thereon.

9. On May 16, 2011, the reporting person was granted 23,647 shares of time based restricted stock under the Company's 2007 Plan, which vest at a rate of 25% on June 1, 2012 and 25% on each of June 1, 2013, 2014 and 2015. On 6/1/13, the grantee had the number of shares listed above withheld to satisfy tax obligations thereon.

Remarks:

	Paul D. Tutun, Attorney in Fact	06/05/2013
	** 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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