SEC Form 4 · accession 0001209191-18-031832
VIRTUSA CORP · VRTU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samir Dhir
Officer — President
Period of report
May 17, 2018
Accepted (ET)
May 21, 2018 · 4:18 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 17, 2018 | A | 14,249 | $47.37 | A | 90,270 | D |
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 awardsF2 | — | May 17, 2018 | A | 33,248 | A | — | — | Common Stock | 33,248 | 33,248 | 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.