SEC Form 4 · accession 0001209191-17-037121
VIRTUSA CORP · VRTU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kris A Canekeratne
Officer — Chairman & CEO · Director
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 3:26 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 stockF1 | May 31, 2017 | A | 36,960 | — | A | 776,403 | D | |
| common stockF2 | Jun 1, 2017 | F | 5,383 | $29.35 | D | 771,020 | D | |
| common stockF3 | Jun 1, 2017 | F | 4,705 | $29.35 | D | 766,315 | D | |
| common stock | holding | — | — | — | 296,261 | I | Held by Spouse | |
| Common Stock | holding | — | — | — | 41,110 | I | Held by Kris Canekeratne Irreovocable Trust | |
| Common Stock | holding | — | — | — | 41,110 | I | Held by Irrevocable Trust of spouse | |
| comm | holding | — | — | — | 14,692 | I | Held by Kavan A. Canekeratne IDI Trust | |
| common stock | holding | — | — | — | 14,692 | I | Held by Shane A. Canekeratne IDI Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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 weighted 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%). On 5/31/17, our board approved that the reporting person earned the above number of shares based on the Company's achievement of i) revenue of $653.2 million (for the nine month period ending 3/31/17), and ii) Non-GAAP operating income of $48 million (for the nine-month period ending 3/31/17). Of the shares that were earned, 50% will vest on 9/1/2017 and 50% will vest on 3/1/2019, based on continued service of the reporting person.
- F2On August 6, 2013, the reporting person was granted 45,761 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2014 with vesting to occur each anniversary date thereafter, under the Company's 2007 Stock Option and Incentive Plan ("2007 Plan"). On June 1, 2017, the Company withheld the number of shares equal to the reporting person's tax liability on such vesting shares.
- F3On August 8, 2014, the reporting person was granted 39,993 shares of restricted stock which vest at a rate of 25% each year over 4 years, with the first vesting date on June 1, 2015 with vesting to occur each anniversary date thereafter, under the Company's 2007 Stock Option and Incentive Plan ("2007 Plan"). On 6/1/17, 25% vested and on 6/1/17, the company withheld the number of shares equal to the tax liability thereon.