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Filing Details

Accession Number:: 0001209191-19-016925
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-05 18:15:40
Reporting Period:: 2019-03-01

Accepted Time:: 2019-03-05 18:15:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1207074	Virtusa Corp	VRTU	Services-Computer Programming Services (7371)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1406397	A Kris Canekeratne	C/O Virtusa Corporation 132 Turnpike Road Southborough MA 01772	Chairman & Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-03-01	45,000	$0.00	670,387	No	4	M	Direct
Common Stock	Disposition	2019-03-01	17,064	$50.77	653,323	No	4	F	Direct
Common Stock	Disposition	2019-03-01	8,206	$50.77	645,117	No	4	F	Direct
Common Stock	Disposition	2019-03-01	10,000	$50.27	156,261	No	4	S	Indirect	Held by Spouse

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	F	Direct
No	4	F	Direct
No	4	S	Indirect	Held by Spouse

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	performance-based restricted stock unit awards	Disposition	2019-03-01	45,000	$0.00	45,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
105,000			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	41,110	Indirect	Held by Kris Canekeratne Irreovocable Trust
Common Stock	41,110	Indirect	Held by Irrevocable Trust of spouse
Common Stock	14,692	Indirect	Held by Kavan A. Canekeratne IDI Trust
Common Stock	14,692	Indirect	Held by Shane A. Canekeratne IDI Trust

Footnotes

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 remaining number of units granted will vest only upon attainment of certain performance milestones, then such shares will vest on the first day of the third month following the quarter in which the performance target is achieved. The number of units that actually vest will be 0% to 200% of the scheduled amount, depending on the extent to which the Company meets or exceeds the financial performance goals. The grantee has no voting rights with respect to the shares underlying the award until vested.
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.
These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of November 16, 2018 entered into by and between Tushara Canekeratne and an investment bank.