SEC Form 4 · accession 0001209191-16-136777
VIRTUSA CORP · VRTU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roger Keith Modder
Officer — EVP & COO
Period of report
Aug 11, 2016
Accepted (ET)
Aug 12, 2016 · 3:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001207074
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| performance-based restricted stock unit awardsF1 | — | Aug 11, 2016 | A | 42,000 | A | — | — | common stock | 42,000 | 42,000 | D |
| performance-based restricted stock unit awardsF2 | — | Aug 11, 2016 | A | 40,000 | A | — | — | common stock | 40,000 | 40,000 | D |
Explanation of responses
- F1On 8/11/2016, the reporting person was granted a performance-based restricted stock unit award issuable 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 weighted performance metrics, revenue (70%) and non-GAAP operating income targets (30%) for fiscal year ending 3/31/17 ("FY17"). To the extent the shares conditionally vest per the performance targets for FY17, then 33% of such award will vest on 9/1/17 and the remaining 67% will vest on 3/1/19. Per the performance criteria for the award, the reporting person can earn the number of shares listed above at 100% of plan. Of such shares, the number of units that actually vest will be 0% to 150% 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.
- F2On 8/11/2016, the reporting person was granted a one-time long-term performance-based restricted stock unit award issuable 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 a twelve-month trailing non-GAAP operating income target within a five year performance period beginning on 4/1/2016 and ending on 3/31/2021. To the extent that the shares conditionally vest 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.