SEC Form 4 · accession 0001209191-17-051504
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
Sep 1, 2017
Accepted (ET)
Sep 6, 2017 · 11:42 am 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 | Sep 1, 2017 | F | 8,695 | $36.14 | D | 595,491 | D | |
| common stockF3 | Sep 1, 2017 | S | 10,000 | $36.0725 | D | 266,261 | 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 critical 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%). Based on the Company's achievement of revenue of $653.2 million and Non-GAAP operating income of $48 million (for the nine-month period ending 3/31/17), 46.2% of the target shares were earned, of which 50% vest on 9/1/2017 and 50% vest on 3/1/2019, based on continued service of the reporting person. On 9/1/17 the company withheld the number of shares listed above equal to the reporting person's tax liability thereon.
- F2These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of June 15, 2017 entered into by and between Tushara Canekeratne and an investment bank.
- F3This transaction was executed in multiple trades at prices ranging from $35.85 to $36.32 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.