Virtusa SC 13D/A / NEW MOUNTAIN VANTAGE ADVISERS, L.L.C. ownership change

Virtusa (VRTU) SC 13D/AVIRTUSA / NEW MOUNTAIN VANTAGE ADVISERS, L.L.C. ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Virtusa Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92827P102

(CUSIP Number)

New Mountain Vantage Advisers, L.L.C.

787 Seventh Avenue, 49th Floor

New York, NY 10019

(212) 720-0300

With a copy to:

Russell Leaf

Jared Fertman

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 14, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 92827P102		13D		Page 2 of 10


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage LO, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,246,972 shares of common stock, par value $0.01 per share, outstanding as of July 27, 2020, as reported by Virtusa Corporation in its Form 10-Q filed on July 31, 2020.

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CUSIP No. 92827P102		13D		Page 3 of 10


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage Focus, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,246,972 shares of common stock, par value $0.01 per share, outstanding as of July 27, 2020, as reported by Virtusa Corporation in its Form 10-Q filed on July 31, 2020.

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CUSIP No. 92827P102		13D		Page 4 of 10


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage (California) II, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,246,972 shares of common stock, par value $0.01 per share, outstanding as of July 27, 2020, as reported by Virtusa Corporation in its Form 10-Q filed on July 31, 2020.

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CUSIP No. 92827P102		13D		Page 5 of 10


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,246,972 shares of common stock, par value $0.01 per share, outstanding as of July 27, 2020, as reported by Virtusa Corporation in its Form 10-Q filed on July 31, 2020.

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CUSIP No. 92827P102		13D		Page 6 of 10


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage Co-Invest II, L.P.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,246,972 shares of common stock, par value $0.01 per share, outstanding as of July 27, 2020, as reported by Virtusa Corporation in its Form 10-Q filed on July 31, 2020.

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CUSIP No. 92827P102		13D		Page 7 of 10


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage GP, L.L.C.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,246,972 shares of common stock, par value $0.01 per share, outstanding as of July 27, 2020, as reported by Virtusa Corporation in its Form 10-Q filed on July 31, 2020.

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CUSIP No. 92827P102		13D		Page 8 of 10


(1)		NAMES OF REPORTING PERSONS New Mountain Vantage Advisers, L.L.C.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) AF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Percentage calculated based on 30,246,972 shares of common stock, par value $0.01 per share, outstanding as of July 27, 2020, as reported by Virtusa Corporation in its Form 10-Q filed on July 31, 2020.

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CUSIP No. 92827P102		13D		Page 9 of 10


(1)		NAMES OF REPORTING PERSONS Steven B. Klinsky
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) AF, PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

*	Percentage calculated based on 30,246,972 shares of common stock, par value $0.01 per share, outstanding as of July 27, 2020, as reported by Virtusa Corporation in its Form 10-Q filed on July 31, 2020.

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CUSIP No. 92827P102		13D		Page 10 of 10

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Virtusa Corporation (the “Issuer”) and amends the Schedule 13D filed on July 6, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on July 7, 2020 (“Amendment No. 1”) and Amendment No. 2 to the Schedule 13D filed on July 29, 2020 (“Amendment No. 2”) and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D.

Except as otherwise set forth below, the information set forth in the Schedule 13D remains unchanged.

Item 4.

Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended to include the following:

On August 14, 2020, through its counsel, New Mountain Vantage Advisers, L.L.C., on behalf of the Reporting Persons other than Mr. Klinsky, delivered to the Issuer a letter responding to prior correspondence from the Issuer and demanding production of certain of the Issuer’s books and records pursuant to Section 220 of the General Corporation Law of the State of Delaware.

Item 5. Interest in Securities of the Issuer

As of 4:00 p.m., Eastern time, on August 14, 2020, pursuant to the Cash Derivative Agreements, New Mountain Vantage Co-Invest II, L.P. has economic exposure to, in the aggregate, 272,382 shares of Common Stock, representing approximately .90% of the Issuer’s outstanding shares of Common Stock based on 30,246,972 shares of Common Stock outstanding as of July 27, 2020, as reported by Virtusa Corporation in its Form 10-Q filed on July 31, 2020.

As of 4:00 p.m., Eastern time, on August 14, 2020, the Reporting Persons, by ownership of shares of Common Stock and pursuant to the Cash Derivative Agreements, have combined economic exposure to, in the aggregate, 10.75% of the Issuer’s outstanding shares of Common Stock based on 30,246,972 shares of Common Stock outstanding as of July 27, 2020, as reported by Virtusa Corporation in its Form 10-Q filed on July 31, 2020.

Item 7.

Materials to Be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended to include the following:


Exhibit		Description
99.6		Demand Letter, dated August 14, 2020, from New Mountain Vantage Advisers, L.L.C. to the Issuer

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 17, 2020


NEW MOUNTAIN VANTAGE LO, L.P.



By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person


NEW MOUNTAIN VANTAGE FOCUS, L.P.



By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person


NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P.



By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person


NEW MOUNTAIN VANTAGE, L.P.



By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person


NEW MOUNTAIN VANTAGE CO-INVEST II, L.P.



By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person


NEW MOUNTAIN VANTAGE GP, L.L.C.



By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person


NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.



By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person


STEVEN B. KLINSKY



By:		/s/ Joseph Hartswell
		Name: Joseph Hartswell
		Title: Authorized Person

INDEX TO EXHIBITS


Exhibit		Description
99.1†		Joint Filing Agreement, dated July 6, 2020, among the Reporting Persons

99.2†		Power of Attorney, granted by Steven B. Klinsky in favor of Joseph Hartswell, dated July 6, 2020

99.3*†		Amended and Restated Limited Partnership Agreement of New Mountain Vantage Co-Invest II, L.P., dated as of January 29, 2020

99.4*†		Amended and Restated Limited Partnership Agreement of New Mountain Vantage Co-Invest II Feeder, L.P., dated as of January 29, 2020

99.5†		Demand Letter, dated July 27, 2020, from New Mountain Vantage Advisers, L.L.C. to the Issuer

99.6		Response and Demand Letter, dated August 14, 2020, from New Mountain Vantage Advisers, L.L.C. to the Issuer

*	Certain information in this exhibit (indicated by “[***]”) has been omitted and filed separately with the Securities and Exchange Commission, and confidential treatment has been requested with respect to such information.

†	Previously filed.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

0 shares

SHARED VOTING POWER

33,749 shares

SOLE DISPOSITIVE POWER

0 shares

SHARED DISPOSITIVE POWER

33,749 shares