SEC Form 4 · accession 0001209191-19-017060
VIRTUSA CORP · VRTU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raj Rajgopal
Officer — President, DBS
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 7:19 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 stockF1 | Mar 1, 2019 | M | 12,000 | $0.00 | A | 85,394 | D | |
| common stockF1,F2 | Mar 1, 2019 | F | 2,981 | $50.77 | D | 82,413 | D | |
| common stockF3 | Mar 1, 2019 | F | 1,557 | $50.77 | D | 80,856 | 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 unitF1 | — | Mar 1, 2019 | M | 12,000 | D | — | — | common stock | 12,000 | 0 | 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 above shares represent the number of shares withheld equal to the reporting person's tax liability thereon.
- F3On 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.