Edgar Filing: VIRTUSA CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Goldfarb Andrew P

2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [VRTU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O VIRTUSA CORPORATION, 2000 WEST PARK DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2007

(Street)

WESTBOROUGH, MA 01581

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/08/2007		C		1,109,998 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	A	⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	1,163,036 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	08/08/2007		C		1,012,856 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾	A	⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	1,061,252 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽⁹⁾	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	08/08/2007		C		489,888 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹⁰⁾	A	⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	513,295 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽¹⁰⁾	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	08/08/2007		C/K		120,837 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽¹¹⁾	A	⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	126,611 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽¹¹⁾	I	See footnotes ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Redeemable Convertible Preferred Stock

⁽⁵⁾

08/08/2007

1,160,171 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

⁽¹²⁾

Common Stock

421,206 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series B Redeemable Convertible Preferred Stock

⁽⁵⁾

08/08/2007

1,058,638 ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾

⁽¹²⁾

Common Stock

384,344 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽⁹⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series B Redeemable Convertible Preferred Stock

⁽⁵⁾

08/08/2007

512,033 ⁽³⁾ ⁽⁴⁾ ⁽¹⁰⁾

⁽¹²⁾

Common Stock

185,896 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽¹⁰⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series B Redeemable Convertible Preferred Stock

⁽⁵⁾

08/08/2007

126,301 ⁽³⁾ ⁽⁴⁾ ⁽¹¹⁾

⁽¹²⁾

Common Stock

45,854 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽¹¹⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series C Redeemable Convertible Preferred Stock

⁽⁶⁾

08/08/2007

1,452,855 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

⁽¹²⁾

Common Stock

464,169 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series C Redeemable Convertible Preferred Stock

⁽⁶⁾

08/08/2007

1,325,707 ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾

⁽¹²⁾

Common Stock

423,547 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽⁹⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series C Redeemable Convertible Preferred Stock

⁽⁶⁾

08/08/2007

641,206 ⁽³⁾ ⁽⁴⁾ ⁽¹⁰⁾

⁽¹²⁾

Common Stock

204,857 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽¹⁰⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series C Redeemable Convertible Preferred Stock

⁽⁶⁾

08/08/2007

158,164 ⁽³⁾ ⁽⁴⁾ ⁽¹¹⁾

⁽¹²⁾

Common Stock

50,530 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽¹¹⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series D Redeemable Convertible Preferred Stock

⁽⁷⁾

08/08/2007

703,071 ⁽²⁾ ⁽³⁾ ⁽⁴⁾

⁽¹²⁾

Common Stock

224,623 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series D Redeemable Convertible Preferred Stock

⁽⁷⁾

08/08/2007

641,542 ⁽³⁾ ⁽⁴⁾ ⁽⁹⁾

⁽¹²⁾

Common Stock

204,965 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽⁹⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series D Redeemable Convertible Preferred Stock

⁽⁷⁾

08/08/2007

310,295 ⁽³⁾ ⁽⁴⁾ ⁽¹⁰⁾

⁽¹²⁾

Common Stock

99,135 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽¹⁰⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Series D Redeemable Convertible Preferred Stock

⁽⁷⁾

08/08/2007

76,540 ⁽³⁾ ⁽⁴⁾ ⁽¹¹⁾

⁽¹²⁾

Common Stock

24,453 ⁽³⁾ ⁽⁴⁾ ⁽⁸⁾ ⁽¹¹⁾

$ 0

See footnotes ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Goldfarb Andrew P C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH, MA 01581	X	X

Signatures

/s/ Thomas R. Holler, attorney-in-fact		08/08/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents total shares received upon conversion of shares of Series B, C and D Redeemable Convertible Preferred Stock and a 1-for-3.13 stock split of the Issuer's Common Stock.
(2)	These securities are owned solely by JAFCO America Technology Fund III, L.P.
(3)	The reporting person may be deemed to have a beneficial interest in these shares as he is one of the managing members of JAV Management Associates III, L.L.C. and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest in such shares which is subject to indeterminable future events.
(4)	JAV Management Associates III, L.L.C. is the general partner of JAFCO America Technology Fund III, L.P., JAFCO America Technology Cayman Fund III, L.P., JAFCO USIT Fund III, L.P. and JAFCO America Technology Affiliates Fund III, L.P. (the "Globespan Funds") and may be deemed to have a beneficial interest in the shares held by the Globespan Funds.
(5)	Each share of Series B Redeemable Convertible Preferred Stock converted into 0.363 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(6)	Each share of Series C Redeemable Convertible Preferred Stock automatically converted into 0.319 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(7)	Each share of Series D Redeemable Convertible Preferred Stock automatically converted into 0.319 shares of Common Stock upon the Closing of the Issuer's initial public offering.
(8)	Reflects a 1-for-3.13 stock split of the Issuer's Common Stock that occurred on 7/18/2007.
(9)	These securities are solely owned by JAFCO America Technology Cayman Fund III, L.P.
(10)	These securities are solely owned by JAFCO USIT Fund III, L.P.
(11)	These securities are solely owned by JAFCO America Technology Affiliates Fund III, L.P.
(12)	Shares of Series A, B, C and D Redeemable Convertible Preferred Stock automatically converted into shares of the Issuer's Common Stock upon the Closing of the Issuer's initial public offering.

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