Edgar Filing: VIRTUSA CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DAVOLI ROBERT E

2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [VRTU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O VIRTUSA CORPORATION, 2000 WEST PARK DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2007

(Street)

WESTBOROUGH, MA 01581

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/08/2007		C		4,247,181 ⁽¹⁾ ⁽²⁾	A	⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	4,525,570 ⁽²⁾ ⁽⁷⁾	I	See footnote ⁽²⁾
Common Stock	08/08/2007		C		76,931	A	⁽⁶⁾	100,892 ⁽⁸⁾	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Redeemable Convertible Preferred Stock

⁽⁶⁾

08/08/2007

3,126,441 ⁽²⁾ ⁽⁹⁾

⁽¹⁰⁾

Common Stock

1,400,764 ⁽²⁾ ⁽¹¹⁾

$ 0

See footnote ⁽²⁾

Series B Redeemable Convertible Preferred Stock

⁽³⁾

08/08/2007

1,388,497 ⁽²⁾ ⁽¹²⁾

⁽¹⁰⁾

Common Stock

504,098 ⁽²⁾ ⁽¹³⁾

$ 0

See footnote ⁽²⁾

Series C Redeemable Convertible Preferred Stock

⁽⁴⁾

08/08/2007

5,410,898 ⁽²⁾ ⁽¹⁴⁾

⁽¹⁰⁾

Common Stock

1,728,718 ⁽²⁾ ⁽¹⁵⁾

$ 0

See footnote ⁽²⁾

Series D Redeemable Convertible Preferred Stock

⁽⁵⁾

08/08/2007

1,920,580 ⁽²⁾ ⁽¹⁶⁾

⁽¹⁰⁾

Common Stock

613,601 ⁽²⁾ ⁽¹⁷⁾

$ 0

See footnote ⁽²⁾

Series A Redeemable Convertible Preferred Stock

⁽⁶⁾

08/08/2007

171,707

⁽¹⁰⁾

Common Stock

76,931

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DAVOLI ROBERT E C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH, MA 01581	X	X

Signatures

/s/ Thomas R. Holler, attorney-in-fact		08/08/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes total shares received upon conversion of Series A, B, C and D Redeemable Convertible Preferred Stock, of which 3,297,835 shares are held by Sigma Partners V, L.P., 755,806 shares are held by Sigma Associates V, L.P. and 193,540 shares are held by Sigma Investors V, L.P. and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(2)	The reporting person may be deemed to be a beneficial owner of these shares as he is the managing director and general partner of Sigma Partners V, L.P., Sigma Associates V, L.P. and Sigma Investors V, L.P., which together these entities form a 13(d) group owning more than 10% of the Issuer's Common Stock. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(3)	Each share of Series B Redeemable Convertible Preferred Stock automatically converted into 0.363 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(4)	Each share of Series C Redeemable Convertible Preferred Stock automatically converted into 0.319 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(5)	Each share of Series D Redeemable Convertible Preferred Stock automatically converted into 0.319 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(6)	Each share of Series A Redeemable Convertible Preferred Stock automaticllay converted into 0.448 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(7)	Includes 3,533,396 shares are held by Sigma Partners V, L.P., 784,800 shares are held by Sigma Associates V, L.P. and 207,374 shares are held by Sigma Investors V, L.P. and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(8)	Includes shares received upon conversion of the shares of Series A Preferred Stock.
(9)	Includes 2,142,757 shares are held by Sigma Partners V, L.P., 858,401 shares are held by Sigma Associates V, L.P. and 125,283 shares are held by Sigma Investors V, L.P. and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(10)	Shares of Series A, B, C and D Redeemable Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock upon the Closing of the Issuer's initial public offering.
(11)	Includes 960,037 shares are held by Sigma Partners V, L.P., 384,596 shares are held by Sigma Associates V, L.P. and 56,131 shares are held by Sigma Investors V, L.P. and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(12)	Includes 969,131 shares are held by Sigma Partners V, L.P., 362,347 shares are held by Sigma Associates V, L.P. and 57,019 shares are held by Sigma Investors V, L.P. and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(13)	Includes 351,847 shares are held by Sigma Partners V, L.P., 131,551 shares are held by Sigma Associates V, L.P. and 20,700 shares are held by Sigma Investors V, L.P. and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(14)	Includes 4,586,180 shares are held by Sigma Partners V, L.P., 555,166 shares are held by Sigma Associates V, L.P. and 269,552 shares are held by Sigma Investors V, L.P. and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(15)	Includes 1,465,232 shares are held by Sigma Partners V, L.P., 177,368 shares are held by Sigma Associates V, L.P. and 86,118 shares are held by Sigma Investors V, L.P. and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(16)	Includes 1,629,854 shares are held by Sigma Partners V, L.P., 194,972 shares are held by Sigma Associates V, L.P. and 95,754 shares are held by Sigma Investors V, L.P. and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(17)	Includes 520,719 shares are held by Sigma Partners V, L.P., 62,291 shares are held by Sigma Associates V, L.P. and 30,591 shares are held by Sigma Investors V, L.P. and a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.

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