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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0 shares

SHARED VOTING POWER

33,749 shares

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER

33,749 shares

Accession Number:: 0001193125-20-201926
Form Type:: 13D Filing
Publication Date:: 2020-07-29 08:59:15

Filed By:: New Mountain Vantage Advisers, L.l.c.
Company:: Virtusa Corp (NASDAQ:EXLS)
Filing Date:: 2020-07-29
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
New Mountain Vantage LO	0	33,749	0	33,749	33,749	0.11%
New Mountain Vantage Focus	0	144,256	0	144,256	144,256	0.48%
New Mountain Vantage (California) II	0	534,594	0	534,594	534,594	1.77%
New Mountain Vantage	0	478,923	0	478,923	478,923	1.59%
New Mountain Vantage Co-Invest II	0	1,788,143	0	1,788,143	1,788,143	5.93%
New Mountain Vantage GP	0	2,979,665	0	2,979,665	2,979,665	9.89%
New Mountain Vantage Advisers	0	2,979,665	0	2,979,665	2,979,665	9.89%
Steven B. Klinsky	0	2,979,665	0	2,979,665	2,979,665	9.89%
Date of Transaction Amount of Security Bought (Sold) Price Per Share (including brokerage commissions and transaction costs) New Mountain Vantage LO

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Virtusa Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92827P102

(CUSIP Number)

New Mountain Vantage Advisers, L.L.C.

787 Seventh Avenue, 49th Floor

New York, NY 10019

(212) 720-0300

With a copy to:

Russell Leaf

Jared Fertman

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 27, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 92827P102		13D		Page 2 of 14


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage LO, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020.


CUSIP No. 92827P102		13D		Page 3 of 14


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage Focus, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020.


CUSIP No. 92827P102		13D		Page 4 of 14


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage (California) II, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

* Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020.


CUSIP No. 92827P102		13D		Page 5 of 14


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020.


CUSIP No. 92827P102		13D		Page 6 of 14


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage Co-Invest II, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020.


CUSIP No. 92827P102		13D		Page 7 of 14


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage GP, L.L.C.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020.


CUSIP No. 92827P102		13D		Page 8 of 14


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage Advisers, L.L.C.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020.


CUSIP No. 92827P102		13D		Page 9 of 14


(1)		NAMES OF REPORTING PERSONS Steven B. Klinsky
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) AF, PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

*	Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020.


CUSIP No. 92827P102		13D		Page 10 of 14

This Amendment No. 2 to Schedule 13D (this Amendment No. 2) relates to shares of common stock, par value $0.01 per share (the Common Stock), of Virtusa Corporation (the Issuer) and amends the Schedule 13D filed on July 6, 2020 (the Original Schedule 13D), as amended by Amendment No. 1 to the Schedule 13D filed on July 7, 2020 (Amendment No. 1 and, together with the Original Schedule 13D and this Amendment No. 2, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D.

Except as otherwise set forth below, the information set forth in the Schedule 13D remains unchanged.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of this Schedule 13D is hereby amended and restated as follows:

All of the shares of Common Stock to which this Schedule 13D relates were purchased by or on behalf of the Reporting Persons using the investment capital of the Reporting Persons. As of 4:00 p.m., Eastern time, on July 28, 2020, the aggregate purchase price of the shares of Common Stock owned by the Reporting Persons was approximately $111,268,730 (including brokerage commissions and transaction costs).

Item 4.

Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended to include the following:

On July 27, 2020, New Mountain Vantage Advisers, L.L.C., on behalf of the Reporting Persons other than Mr. Klinsky, delivered to the Issuer a letter demanding production of certain of the Issuers books and records pursuant to Section 220 of the General Corporation Law of the State of Delaware.

Item 5.

Interest in Securities of the Issuer.

The first five paragraphs of Item 5(a) and (b) of this Schedule 13D are hereby amended and restated as follows:

The percentages in this Item 5 and in other provisions of this Schedule 13D relating to beneficial ownership of Common Stock are based on 30,132,817 shares of Common Stock outstanding as of May 22, 2020, as reported by the Issuer in its Form 10-K filed on May 28, 2020.

The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated by reference.

As of 4:00 p.m., Eastern time, on July 28, 2020, the Reporting Persons beneficially owned 2,979,665 shares of Common Stock, representing approximately 9.89% of the Issuers outstanding shares of Common Stock.

As of 4:00 p.m., Eastern time, on July 28, 2020, pursuant to the Cash Derivative Agreements (as defined and disclosed in Item 6), New Mountain Vantage Co-Invest II, L.P. has economic exposure to, in the aggregate, 272,382 shares of Common Stock, representing approximately 0.90% of the Issuers outstanding shares of Common Stock.

As of 4:00 p.m., Eastern time, on July 28, 2020, the Reporting Persons, by ownership of shares of Common Stock and pursuant to the Cash Derivative Agreements, have combined economic exposure to, in the aggregate, 10.79% of the Issuers outstanding shares of Common Stock.

Item 5(c) of this Schedule 13D is hereby amended to include the following:

Except as set forth in Schedule 1 attached hereto, since Amendment No. 1, the Reporting Persons have not effected any transactions in the Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The first paragraph of Item 6 of this Schedule 13D is hereby amended and restated as follows:

New Mountain Vantage Co-Invest II, L.P. has entered into notional principal amount derivative agreements in the form of cash settled swaps (the Cash Derivative Agreements) that reference 272,382 shares of Common Stock, representing economic exposure comparable to approximately 0.90% of the Issuers outstanding shares of Common Stock. The Cash Derivative Agreements provide the Reporting Persons, collectively, with economic results that are comparable to the economic results of ownership of shares of Common Stock but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the referenced shares of Common Stock. The counterparties to the Cash Derivative Agreements are unaffiliated third party financial institutions.

Item 7.

Materials to Be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended to include the following:


Exhibit		Description

99.5		Demand Letter, dated July 27, 2020, from New Mountain Vantage Advisers, L.L.C. to the Issuer

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 29, 2020


NEW MOUNTAIN VANTAGE LO, L.P.

By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person

NEW MOUNTAIN VANTAGE FOCUS, L.P.

By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person

NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P.

By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person

NEW MOUNTAIN VANTAGE, L.P.

By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person

NEW MOUNTAIN VANTAGE CO-INVEST II, L.P.

By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person

NEW MOUNTAIN VANTAGE GP, L.L.C.

By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person

NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.

By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person


STEVEN B. KLINSKY

By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person

SCHEDULE 1

The following transactions in the Common Stock were effected since Amendment No. 1 by the Reporting Persons in the open market:


Name of Reporting Person	Date of Transaction		Amount of Security Bought / (Sold)			Price Per Share (including brokerage commissions and transaction costs)
New Mountain Vantage LO, L.P.		7/21/2020		5,232		$	33.37
New Mountain Vantage Co-Invest II, L.P.		7/8/2020		38,140		$	30.58
New Mountain Vantage Co-Invest II, L.P.		7/8/2020		(38,140	)*	$	30.55
New Mountain Vantage Co-Invest II, L.P.		7/9/2020		5,872		$	30.01
New Mountain Vantage Co-Invest II, L.P.		7/9/2020		2,005		$	29.79
New Mountain Vantage Co-Invest II, L.P.		7/9/2020		(6,127	)*	$	30.00
New Mountain Vantage Co-Invest II, L.P.		7/9/2020		(2,005	)*	$	29.72
New Mountain Vantage Co-Invest II, L.P.		7/10/2020		255		$	30.15
New Mountain Vantage Co-Invest II, L.P.		7/22/2020		62,000		$	33.03
New Mountain Vantage Co-Invest II, L.P.		7/22/2020		(62,000	)*	$	32.99
New Mountain Vantage Co-Invest II, L.P.		7/23/2020		60,000		$	34.04
New Mountain Vantage Co-Invest II, L.P.		7/23/2020		(60,000	)*	$	34.00
New Mountain Vantage Co-Invest II, L.P.		7/24/2020		20,000		$	32.94
New Mountain Vantage Co-Invest II, L.P.		7/24/2020		(20,000	)*	$	32.92
New Mountain Vantage Co-Invest II, L.P.		7/27/2020		50,000		$	33.66
New Mountain Vantage Co-Invest II, L.P.		7/27/2020		(50,000	)*	$	33.61
New Mountain Vantage Co-Invest II, L.P.		7/28/2020		30,000		$	33.30
New Mountain Vantage Co-Invest II, L.P.		7/28/2020		(30,000	)*	$	33.27

*	denotes transactions pursuant to the Cash Derivative Agreements

INDEX TO EXHIBITS


Exhibit		Description
99.1		Joint Filing Agreement, dated July 6, 2020, among the Reporting Persons

99.2		Power of Attorney, granted by Steven B. Klinsky in favor of Joseph Hartswell, dated July 6, 2020

99.3*		Amended and Restated Limited Partnership Agreement of New Mountain Vantage Co-Invest II, L.P., dated as of January 29, 2020

99.4*		Amended and Restated Limited Partnership Agreement of New Mountain Vantage Co-Invest II Feeder, L.P., dated as of January 29, 2020

99.5		Demand Letter, dated July 27, 2020, from New Mountain Vantage Advisers, L.L.C. to the Issuer

*	Certain information in this exhibit (indicated by [***]) has been omitted and filed separately with the Securities and Exchange Commission, and confidential treatment has been requested with respect to such information.

Previously filed.