SEC Form 4 · accession 0001209191-17-051533
VIRTUSA CORP · VRTU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raj Rajgopal
Officer — President, DBS
Period of report
Sep 1, 2017
Accepted (ET)
Sep 6, 2017 · 2:08 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 | Sep 1, 2017 | F | 1,874 | $36.14 | D | 107,216 | D | |
| common stock | Sep 1, 2017 | M | 1,360 | $10.02 | A | 108,576 | D | |
| common stockF3 | Sep 1, 2017 | S | 1,360 | $36.0325 | D | 107,216 | D | |
| common stock | Sep 1, 2017 | M | 2,665 | $9.82 | A | 109,881 | D | |
| common stockF4 | Sep 1, 2017 | S | 2,665 | $36.0543 | D | 107,216 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| nonqualified stock optionF2,F5 | $10.02 | Sep 1, 2017 | M | 1,360 | D | — | May 23, 2018 | common stock | 1,360 | 9,520 | D |
| nonqualified stock optionF2,F6 | $9.82 | Sep 1, 2017 | M | 2,665 | D | — | Aug 4, 2019 | common stock | 2,665 | 18,655 | D |
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 Plan Agreement dated as of May 24, 2017 entered into by and between Mr. Rajgopal and an investment bank
- F3This transaction was executed in multiple trades at prices ranging from $35.84 to $36.17 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.
- F4This transaction was executed in multiple trades at prices ranging from $35.88 to $36.17 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.
- F5The reporting person was granted an option to purchase these shares on 05/23/2008. All shares are now vested.
- F6The reporting person was granted an option to purchase these shares on 08/04/2009. All shares are now vested.