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Sundararajan Narayanan

Filed: 22 May 19, 4:15pm
SEC Form 4
FORM 4UNITED 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*
Narayanan Sundararajan

(Last)(First)(Middle)
C/O VIRTUSA CORPORATION
132 TURNPIKE ROAD

(Street)
SOUTHBOROUGHMA01772

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CPO and Global Head of HR
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
common stock05/20/2019A9,000(1)A$0.00(1)102,241D
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-based restricted stock unit awards(2)(3)(4)05/20/2019A21,000(2)(3)(4)(2)(3)(4)Common Stock21,000$0.0021,000D
Explanation of Responses:
1. On 5/20//2019, the reporting person was granted shares of time-based restricted stock units issuable (upon full vest) for the number of shares listed above under the Company's 2015 Stock Option and Incentive Plan. The issuance price of the shares was determined based on the Company's equity award policy. The shares are subject to a three-year vesting period with one-third of the shares vesting annually on each June 1,2020, June 1,2021 and June 1,2022 respectively. The grantee has no voting rights with respect to the shares underlying the award until vested.
2. On 5/20/2019, the reporting person was granted a performance-based restricted stock unit award ("PSU") issuable at target for the number of shares listed above under the Company's 2015 Stock Option and Incentive Plan. The award vests only upon the Company's achievement of two performance metrics, two-year aggregate revenue, and two year adjusted net income, each weighted 50%, measured over a two-year performance period beginning on 4/1/2019 and ending 3/31/2021
3. To the extent the PSUs conditionally vest per the performance targets for the performance period, the PSUs are also subject to modifier, based on the relative total stockholder return ("rTSR") of Virtusa as compared to the stockholder return of the S&P 1000 IT Services Index over the same period. To the extent Virtusa is at target for the financial metrics, the PSU payout/award is increased by 20% where the rTSR is in the upper quartile, lowered by 20% if the rTSR is in the bottom quartile and no change if in between the lower and the top quartile. To the extent any PSUs vest, 50% of such award will vest and be issued on 6/1/2021 (upon approval of the compensation committee & Board) and the remaining 50% will vest on 6/1/2022.
4. Per the performance criteria for the award, the reporting person can earn the number of shares listed above at 100% of plan, subject to the rTSR modifier which could increase or decrease the vesting by 20% for each financial metric. Of such shares, the number of units that actually vest will be between 0% to 200% of the scheduled amount, depending on the extent to which the Company meets or exceeds the financial performance goals, and then, based on the rTSR modifier such shares could also increase or decrease by up to an additional 20% to the extent of each financial metric target achieved. The grantee has no voting rights with respect to the shares underlying the award until vested.
Remarks:
/s/ Paul D. Tutun, Attorney in Fact05/22/2019
** Signature of Reporting PersonDate
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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