SEC Form 4 · accession 0001209191-16-150547
VIRTUSA CORP · VRTU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ranjan Kalia
Officer — EVP & Chief Financial Officer
Period of report
Nov 14, 2016
Accepted (ET)
Nov 16, 2016 · 4:35 pm EST
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 StockF1 | Nov 14, 2016 | A | 16,000 | $19.90 | A | 106,498 | D |
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 awardsF2 | — | Nov 14, 2016 | A | 25,000 | A | — | — | common stock | 25,000 | 25,000 | D |
Explanation of responses
- F1The reporting person was granted shares of restricted stock units on 11/14/2016 under the 2015 Stock Option and Incentive Plan. 6.25% of these shares will vest each quarter in 16 equal installments beginning on December 1, 2016 and each 3 month anniversary thereafter. The entire award will vest on September 1, 2020. The grantee has no voting rights with respect to the shares underlying the award until vested.
- F2On 9/16/2016, the board of directors approved a new FY17 Performance Equity Plan for the executives based on reset financial guidance for fiscal year ending 3/31/2017.The award vests only upon the Company's achievement of two weighted performance metrics, revenue (70%) and Non-GAAP operating income target (30%) based on a nine month period beginning 7/1/2016 and ending 3/31/2017. To the extent the shares conditionally vest per the performance targets for the nine month period ending 3/31/2017, then 50% of such award will vest on 9/1/17 and the remaining 50% 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 100% of the scheduled amount, depending on if, or to the extent to which, the Company meets the financial performance targets. The grantee has no voting rights with respect to the shares underlying the award until vested.