X0306 4 2013-01-16 0 0001207074 VIRTUSA CORP VRTU 0001406397 Canekeratne Kris A C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH MA 01581 1 1 0 0 Chairman & CEO common stock 2013-01-16 4 S 0 8000 16.9245 D 1265533 D common stock 2013-01-16 4 S 0 4000 16.9245 D 329389 I Held by spouse Common Stock 60982 I Held by Kris Canekeratne Irreovocable Trust Common Stock 60982 I Held by Irrevocable Trust of spouse These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of March 5, 2012, as amended on August 13, 2012, entered into by and between Kris Canekeratne and an investment bank. This transaction was executed in multiple trades at prices ranging from $16.7645 to $17.0206 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Includes 12,500 shares of performance based restricted stock granted under the Company's 2007 Stock Option and Incentive Plan (the "2007 Plan") on 11/3/08, which vest only upon the Company's achievement of certain revenue and operating income targets for the fiscal year ending March 31, 2013. Includes 20,000 shares of performance based restricted stock granted under the Company's 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. The grantee retains voting rights with respect to the performance shares unless and to the extent that such shares do not vest and are forfeited. These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of March 5, 2012, as amended on August 13, 2012, entered into by and between Tushara Canekeratne and an investment bank. /s/ Paul D. Tutun, Attorney in Fact 2013-01-16