Statement of Changes in Beneficial Ownership (4)
February 11 2021 - 6:31PM
Edgar (US Regulatory)
FORM 4
[X]
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
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Moriarty Rowland T |
2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP
[
VRTU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VIRTUSA CORPORATION, 132 TURNPIKE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/11/2021 |
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(Street)
SOUTHBOROUGH, MA 01772
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/11/2021 | | D(1) | | 121758 (2) | D | (1) | 0 | D | |
| Common Stock | 2/11/2021 | | D(1) | | 234456 (3) | D | (1) | 0 | I | Held by Rubex LLC (3) |
| Common Stock | 2/11/2021 | | D(1) | | 59195 (4) | D | (1) | 0 | I | Held by Movex LLC (4) |
| Common Stock | 2/11/2021 | | D(1) | | 49500 (5) | D | (1) | 0 | I | Held by Moriarty Family Charitable Foundation (5) |
| Common Stock | 2/11/2021 | | D(1) | | 672 (6) | D | (1) | 0 | I | Held by Charles Moriarty Trust (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of September 9, 2020 (the "Merger Agreement"), by and among Austin HoldCo Inc., Austin BidCo Inc. ("Sub"), and the Issuer, pursuant to which Sub merged with and into the Issuer (the "Merger") effective as of February 11, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Issuer and each unvested restricted stock unit held by the reporting person was cancelled and converted into the right to receive $51.35 in cash without interest and net of any withholding of taxes thereon. |
| (2) | Includes 5,980 unvested restricted stock units. |
| (3) | The reporting person is the Chief Investment Officer and Managing Member of Rubex, LLC, a limited liability company. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| (4) | Movex, LLC, is a limited liability company over which the reporting person exerts voting and investment control. |
| (5) | The reporting person's spouse, Jenny Moriarty, is trustee of the Moriarty Family Charitable Foundation. The reporting person disclaims beneficial ownership of such shares and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. |
| (6) | The reporting person exerts investment and voting control of the Charles Moriarty Trust. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Moriarty Rowland T
C/O VIRTUSA CORPORATION
132 TURNPIKE ROAD
SOUTHBOROUGH, MA 01772 | X |
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Signatures
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| /s/ Paul D. Tutun, Attorney in Fact | | 2/11/2021 |
| **Signature of Reporting Person | Date |
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