SEC Form 4 · accession 0001209191-18-031822

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 17, 2018

Accepted (ET)

May 21, 2018 · 4:17 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 Stock^F1	May 17, 2018	A	28,076	$47.37	A	513,903	D
Common Stock	holding	—	—		—	195,261	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
Common Stock	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 awards^F2	—	May 17, 2018	A	112,307	A	—	—	common stock	112,307	112,307	D

Explanation of responses

F1On 5/17/2018, 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 1,2019, June 1,2020 and June 1,2021 respectively. The grantee has no voting rights with respect to the shares underlying the award until vested.
F2On 5/17/2018, 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 3/31/2019 ("FY19"). To the extent the shares conditionally vest per the performance targets for FY19, then 33% of such award will vest on 9/1/2019 and the remaining 67% will vest on 3/1/2021. 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 between 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.