0001209191-17-051533.txt : 20170906 0001209191-17-051533.hdr.sgml : 20170906 20170906140855 ACCESSION NUMBER: 0001209191-17-051533 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170901 FILED AS OF DATE: 20170906 DATE AS OF CHANGE: 20170906 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rajgopal Raj CENTRAL INDEX KEY: 0001449544 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33625 FILM NUMBER: 171070989 MAIL ADDRESS: STREET 1: C/O VIRTUSA CORPORATION STREET 2: 2000 WEST PARK DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VIRTUSA CORP CENTRAL INDEX KEY: 0001207074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 WEST PARK DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 508-389-7300 MAIL ADDRESS: STREET 1: 2000 WEST PARK DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-09-01 0 0001207074 VIRTUSA CORP VRTU 0001449544 Rajgopal Raj C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH MA 01581 0 1 0 0 President, DBS common stock 2017-09-01 4 F 0 1874 36.14 D 107216 D common stock 2017-09-01 4 M 0 1360 10.02 A 108576 D common stock 2017-09-01 4 S 0 1360 36.0325 D 107216 D common stock 2017-09-01 4 M 0 2665 9.82 A 109881 D common stock 2017-09-01 4 S 0 2665 36.0543 D 107216 D nonqualified stock option 10.02 2017-09-01 4 M 0 1360 10.02 D 2018-05-23 common stock 1360 9520 D nonqualified stock option 9.82 2017-09-01 4 M 0 2665 9.82 D 2019-08-04 common stock 2665 18655 D On 11/14/16, the reporting person was granted performance-based restricted stock units based on revised financial guidance for fiscal year ending 3/31/2017 ("FY17") under the Company's 2015 Stock Option and Incentive Plan, which awards vest only upon the Company's achievement of two critical performance metrics based on a nine month performance period beginning 7/1/2016 and ending 3/31/2017: revenue (70%) and Non-GAAP operating income (30%). Based on the Company's achievement of revenue of $653.2 million and Non-GAAP operating income of $48 million (for the nine-month period ending 3/31/17), 46.2% of the target shares were earned, of which 50% vest on 9/1/2017 and 50% vest on 3/1/2019, based on continued service of the reporting person. On 9/1/17 the company withheld the number of shares listed above equal to the reporting person's tax liability thereon. These shares were sold pursuant to a 10b5-1 Plan Agreement dated as of May 24, 2017 entered into by and between Mr. Rajgopal and an investment bank This transaction was executed in multiple trades at prices ranging from $35.84 to $36.17 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. This transaction was executed in multiple trades at prices ranging from $35.88 to $36.17 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. The reporting person was granted an option to purchase these shares on 05/23/2008. All shares are now vested. The reporting person was granted an option to purchase these shares on 08/04/2009. All shares are now vested. Paul D. Tutun, Attorney in Fact 2017-09-06 EX-24.4_742930 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. Power of Attorney I, Raj Rajgopal, the undersigned, hereby constitute and appoint Kris A. Canekeratne, Thomas R. Holler and Paul D. Tutun, and each of them individually, as my true and lawful attorney-in-fact to: 1. Complete and execute on my behalf, as an executive officer and/or director of Virtusa Corporation, a Delaware corporation (the "Company") any Form ID or Forms 3, 4, or 5 required to be filed by me under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder; 2. Do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form ID or Forms 3, 4 or 5 and timely file such forms with the U.S.Securities and Exchange Commission and any stock exchange or similar authority; and 3. Take any other action of any type whatsoever in connection with the foregoing, which in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required of me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such information as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby grant to each of such attorneys-in-fact full power and authority to do and perform all and every act which is necessary, proper or desirable to be done in the exercise of any of the rights, powers and authority granted in this Power of Attorney, with full power of substitution and revocation, and I ratify and confirm every act that such attorney-in-fact lawfully performs or causes to be done by virtue of this Power of Attorney and the powers and authority granted herein. I acknowledge that the attorneys-in-fact appointed in this Power of Attorney, in serving in such capacity at my request, are not assuming, and the Company is not assuming, any of my responsibilities to comply with Section 16 of the Exchange Act or the rules or regulations thereunder. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 or 5 with respect to my holdings or transactions in securities issued by the Company, unless I earlier revokes this Power of Attorney in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of November 5, 2008. /s/ Raj Rajgopal Name: Raj Rajgopal STATE OF Massachusetts COUNTY OF Worcester On this 5th day of November, 2008, Raj Rajgopal personally appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. Maryellen Donohue Notary Public /s/ Maryellen Donohue