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* Rajgopal Raj (Last) (First) (Middle) C/O VIRTUSA CORPORATION 132 TURNPIKE ROAD (Street) SOUTHBOROUGH MA 01772 (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, DBS
	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2018
	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	03/01/2018		M(1)		1,360	A	$10.02	98,576	D
common stock	03/01/2018		S(1)		1,360	D	$47.5413(2)	97,216	D
common stock	03/01/2018		M(1)		2,665	A	$9.82	99,881	D
common stock	03/01/2018		S(1)		2,665	D	$47.5421(3)	97,216	D
common stock	03/01/2018		F(4)		9,755(4)	D	$47.53	87,461	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
nonqualified stock option	$10.02	03/01/2018		M			1,360(1)	(5)	05/23/2018	common stock	1,360	$10.02	1,360	D
nonqualified stock option	$9.82	03/01/2018		M			2,665(1)	(6)	08/04/2019	common stock	2,665	$9.82	2,665	D

Explanation of Responses:

1. 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

2. This transaction was executed in multiple trades at prices ranging from $47.00 to $48.10 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.

3. This transaction was executed in multiple trades at prices ranging from $46.97 to $48.26 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.

4. On 11/9/2015, the reporting person was granted performance-based restricted stock units under the Company's 2015 Stock Option and Incentive Plan, which awards vest only upon the Company's achievement of certain revenue targets for the fiscal year ended March 31, 2016 ("FY16"). Based on the Company's achievement of revenue of $600.3 million for FY16, 125.15% of the target shares were earned, of which 33% vested on 9/1/2016 and 67% vest on 3/1/2018, based on continued service of the reporting person. On 3/1/2018, the company withheld the number of shares listed above equal to the reporting person's tax liability thereon.

5. The reporting person was granted an option to purchase these shares on 05/23/2008. All shares are now vested.

6. The reporting person was granted an option to purchase these shares on 08/04/2009. All shares are now vested.

Remarks:

	Paul D. Tutun, Attorney in Fact	03/02/2018
	** 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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