0001209191-19-017060.txt : 20190305
0001209191-19-017060.hdr.sgml : 20190305
20190305191944
ACCESSION NUMBER: 0001209191-19-017060
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190301
FILED AS OF DATE: 20190305
DATE AS OF CHANGE: 20190305
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: 19660652
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: 0331
BUSINESS ADDRESS:
STREET 1: 132 TURNPIKE RD
CITY: SOUTHBOROUGH
STATE: MA
ZIP: 01772
BUSINESS PHONE: 508-389-7300
MAIL ADDRESS:
STREET 1: 132 TURNPIKE RD
CITY: SOUTHBOROUGH
STATE: MA
ZIP: 01772
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-03-01
1
0001207074
VIRTUSA CORP
VRTU
0001449544
Rajgopal Raj
C/O VIRTUSA CORPORATION
132 TURNPIKE ROAD
SOUTHBOROUGH
MA
01772
0
1
0
0
President, DBS
common stock
2019-03-01
4
M
0
12000
0.00
A
85394
D
common stock
2019-03-01
4
F
0
2981
50.77
D
82413
D
common stock
2019-03-01
4
F
0
1557
50.77
D
80856
D
Performance-based restricted stock unit
2019-03-01
4
M
0
12000
D
common stock
12000
0
D
On 8/11/2016, the reporting person was granted a one-time long-term performance-based restricted stock unit award under the Company's 2015 Stock Option and Incentive Plan, which awards vest upon the Company's achievement of a twelve-month trailing ("TTM") non-GAAP operating income target within a five-year performance period beginning on 4/1/16 and ending on 3/31/21. In accordance with the PSU agreement, 30% of performance shares vest upon achieving TTM Non-GAAP operating income of $117M during the performance period and vest on the first day of the third month following the quarter in which the performance target is achieved. On 2/19/2019, our board approved the achievement of TTM Non-GAAP operating income of $117.1M during fiscal quarter ending 12/31/18 and the above earned shares vested on 3/1/19 based on continued service of the reporting person.
The above shares represent the number of shares withheld equal to the reporting person's tax liability thereon.
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 3/1/19 the company withheld the number of shares listed above equal to the reporting person's tax liability thereon.
Paul D. Tutun, Attorney in Fact
2019-03-05
EX-24.4_840092
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