SEC Form 4 · accession 0001209191-17-037157
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
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 4:06 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 | 9,702 | — | A | 188,883 | D | |
| common stockF2 | Jun 1, 2017 | F | 733 | $29.35 | D | 188,150 | D | |
| common stockF3 | Jun 1, 2017 | F | 544 | $29.35 | D | 187,606 | D |
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 18304 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 6/1/17, 25% vested and on 6/1/17, the company withheld the number of shares equal to the reporting person's tax liability thereon.
- F3On August 8, 2014, the reporting person was granted 13,597 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.