SEC Form 4 · accession 0001209191-19-016925

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

Mar 1, 2019

Accepted (ET)

Mar 5, 2019 · 6:15 pm EST

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,F2	Mar 1, 2019	M	45,000	$0.00	A	670,387	D
Common Stock^F1,F3	Mar 1, 2019	F	17,064	$50.77	D	653,323	D
Common Stock^F4	Mar 1, 2019	F	8,206	$50.77	D	645,117	D
Common Stock^F5	Mar 1, 2019	S	10,000	$50.27	D	156,261	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^F1,F2	—	Mar 1, 2019	M	45,000	D	—	—	common stock	45,000	105,000	D

Explanation of responses

F1On 8/11/2016, the reporting person was granted a one-time long-term performance-based restricted stock unit award under the Company's 2015 Stock Option and Incentive Plan, which awards vest upon the Company's achievement of a twelve-month trailing ("TTM") non-GAAP operating income target within a five-year performance period beginning on 4/1/16 and ending on 3/31/21. In accordance with the PSU agreement, 30% of performance shares vest upon achieving TTM Non-GAAP operating income of $117M during the performance period and vest on the first day of the third month following the quarter in which the performance target is achieved. On 2/19/2019, our board approved the achievement of TTM Non-GAAP operating income of $117.1M during fiscal quarter ending 12/31/18 and the above earned shares vested on 3/1/19 based on continued service of the reporting person.
F2The remaining number of units granted will vest only upon attainment of certain performance milestones, then such shares will vest on the first day of the third month following the quarter in which the performance target is achieved. 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.
F3The above shares represent the number of shares withheld equal to the reporting person's tax liability thereon.
F4On 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 3/1/19 the company withheld the number of shares listed above equal to the reporting person's tax liability thereon.
F5These shares were sold pursuant to a 10b5-1 Sales Plan Agreement dated as of November 16, 2018 entered into by and between Tushara Canekeratne and an investment bank.