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CUSIP No. 92827P102 | | 13D | | Page 10 of 10 |
This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) 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”), Amendment No. 2 to the Schedule 13D filed on July 27, 2020 (“Amendment No. 2”), Amendment No. 3 to the Schedule 13D filed on August 17, 2020 (“Amendment No. 3”), Amendment No. 4 to the Schedule 13D filed on September 14, 2020 (“Amendment No. 4”) and Amendment No. 5 to the Schedule 13D filed on October 7, 2020 (“Amendment No. 5” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this Amendment No. 6, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 6 have the meanings set forth in the Original Schedule 13D, as amended.
Except as otherwise set forth below, the information set forth in the Schedule 13D remains unchanged.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to include the following:
In light of the entry by the Issuer into the Merger Agreement and the execution of the Settlement Agreement by the Reporting Persons, the Reporting Persons have determined to decrease their respective positions in the Issuer. In furtherance of the foregoing, the Reporting Persons have disposed of a portion of the securities of the Issuer owned by them, in open market transactions, as described in further detail in Item 5 below. The Reporting Persons presently intend to continue these disposition efforts depending on a variety of factors, including the prevailing trading price of the securities of the Issuer.
Item 5. Interest in Securities of the Issuer.
The first five paragraphs of Item 5(a) and (b) of this Schedule 13D are hereby amended and restated as follows:
The percentages in this Item 5 and in other provisions of this Schedule 13D relating to beneficial ownership of the Common Stock are based on 30,309,509 shares of Common Stock outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its definitive proxy statement filed on October 20, 2020.
The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated by reference.
As of 4:00 p.m., Eastern time, on November 3, 2020, the Reporting Persons beneficially owned 2,634,803 shares of Common Stock, representing approximately 8.69% of the Issuer’s outstanding shares of Common Stock.
As of 4:00 p.m., Eastern time, on November 3, 2020, pursuant to the Cash Derivative Agreements (as defined and disclosed in Item 6), New Mountain Vantage Co-Invest II, L.P. has economic exposure to, in the aggregate, 272,382 shares of Common Stock, representing approximately 0.90% of the Issuer’s outstanding shares of Common Stock.
As of 4:00 p.m., Eastern time, on November 3, 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, 9.59% of the Issuer’s outstanding shares of Common Stock.
Item 5(c) of this Schedule 13D is hereby amended to include the following:
Except as set forth in Schedule 1 attached hereto, since Amendment No. 5, the Reporting Persons have not effected any transactions in the Common Stock.