SEC Form 4 · accession 0001209191-17-048756
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
Aug 10, 2017
Accepted (ET)
Aug 14, 2017 · 4:23 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 | Aug 10, 2017 | A | 34,266 | $35.02 | A | 616,186 | D | |
| common stockF3 | Aug 14, 2017 | S | 6,000 | $36.676 | D | 610,186 | D | |
| common stock | holding | — | — | — | 276,261 | 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
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| performance-based restricted stock unit awardF4 | — | Aug 10, 2017 | A | 137,064 | A | — | — | common stock | 137,064 | 137,064 | D |
Explanation of responses
- F1On 8/10/2017, the reporting person was granted shares of time-based restricted stock units issuable (upon full vest) for the number of shares listed above under the Company's 2015 Stock Option and Incentive Plan. The issuance price of the shares was determined based on the Company's equity award policy. The shares are subject to a three-year vesting period with one-third of the shares vesting annually on each June 1, 2018, 2019 and 2020 respectively. The entire award will vest on 6/1/2020. The grantee has no voting rights with respect to the shares underlying the award until vested.
- F2These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of May 19, 2017 entered into by and between Kris Canekeratne and an investment bank.
- F3This transaction was executed in multiple trades at prices ranging from $36.36 to $37.12 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.
- F4On 8/10/2017, 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 (50%) and non-GAAP operating income targets (50%) for fiscal year ending 3/31/18 ("FY18"). To the extent the shares conditionally vest per the performance targets for FY18, then 33% of such award will vest on 9/1/18 and the remaining 67% will vest on 3/1/20. 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 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.