SEC Form 4 · accession 0001209191-15-069118
VIRTUSA CORP · VRTU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raj Rajgopal
Officer — President
Period of report
Sep 1, 2015
Accepted (ET)
Sep 2, 2015 · 4:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001207074
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stockF2 | Sep 1, 2015 | M | 3,175 | $9.82 | A | 117,338 | D | |
| common stockF3 | Sep 1, 2015 | S | 3,175 | $52.0618 | D | 114,163 | D | |
| common stockF4 | Sep 1, 2015 | F | 2,778 | $51.78 | D | 111,385 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| nonqualified stock optionF1,F2 | $9.82 | Sep 1, 2015 | M | 3,175 | D | — | Aug 4, 2019 | common stock | 3,175 | 27,160 | D |
Explanation of responses
- F1These shares were sold pursuant to a 10b5-1 Plan Agreement dated as of September 5, 2014 entered into by and between Mr. Rajgopal and an investment bank
- F2The reporting person was granted an option to purchase these shares on 08/04/2009. All shares are now vested.
- F3This transaction was executed in multiple trades at prices ranging from $51.77 to $52.60 per share. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F4The reporting person was granted performance based, deferred restricted stock awards under the Company's 2007 Stock Option and Incentive Plan on 8/8/2014, which awards vest only upon the Company's achievement of certain revenue targets for the fiscal year ended March 31, 2015 ("FY15"). Based on the Company's revenue of $479 million for FY15, on 5/20/15, our Board approved the reporting person earning 80.52% of the shares granted or 17,871 shares, of which 33% vest on 9/1/15 and 67% vest on 3/1/17, based on continued service of the reporting person. On 9/1/15, the company withheld the number of shares listed above equal to the reporting person's tax liability thereon.