SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/03/2017 | 3. Issuer Name and Ticker or Trading Symbol VIRTUSA CORP [ VRTU ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
3.875% Series A Convertible Preferred Stock(2) | 05/03/2017(3) | 05/03/2024(3) | CommonStock | 1,944,444.6(3) | 36 | I | See Footnote(1) |
3.875% Series A-1 Convertible Preferred Stock(2) | 05/03/2017(3) | 05/03/2024(3) | Common Stock | 1,055,555.64(3) | 36 | I | See Footnote(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Orogen Viper LLC ("OV") directly owns the reported securities. The Orogen Group LLC ("Orogen") is the sole member of OV and Vikram S. Pandit ("Mr. Pandit") is the Chairman and Chief Executive Officer of Orogen and serves on the board of directors of Virtusa Corporation (the "Issuer"). Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the sole members with joint investment control of Orogen. Mr. Pandit has majority voting control of Orogen Holdings LLC. Atairos Group, Inc. ("Atairos") is the sole voting shareholder of Atairos-Orogen Holdings, LLC. Michael Angelakis is the Chairman and Chief Executive Officer of Atairos and controls a majority of the voting power of Atairos Partners GP, Inc., which is the general partner of Atairos Partners L.P., the sole voting shareholder of Atairos. Each of the Reporting Persons may be deemed to have beneficial ownership of the reported securities but disclaims such beneficial ownership except to the extent of its pecuniary interest therein. |
2. Upon the expiration of any waiting period under The Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to OV's acquisition of the reported securities, all shares of the 3.875% Series A-1 Convertible Preferred Stock (the "Series A-1 Preferred"), then issued and outstanding shall immediately and automatically convert on a one for one basis to shares of 3.875% Series A Convertible Preferred Stock (together with the Series A-1 Preferred, the "Convertible Preferred Stock"). |
3. The reported securities are convertible by the reporting persons into shares of Common Stock of the issuer ("Common Stock") at an initial conversion rate of 27.77778 shares of Common Stock per share of Convertible Preferred Stock (which represents an initial conversion price of approximately $36.00 per share), subject to certain adjustments pursuant to the terms of the Certificates of the Powers, Designations, Preferences and Rights of the Series A Preferred Stock and the Series A-1 Preferred Stock, each as filed by the Company with the Secretary of State of the State of Delaware on May 3, 2017 (together, the "Certificates of Designations"). The initial conversion rate is subject to adjustment from time to time in accordance with the terms of the Certificates of Designations. The Issuer will be required to repurchase any shares of the Convertible Preferred Stock outstanding on May 2, 2024, pursuant to the terms of the Certificates of Designations. |
By: OROGEN VIPER LLC, by THE OROGEN GROUP LLC, its sole member, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer | 05/05/2017 | |
By: THE OROGEN GROUP LLC, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer | 05/05/2017 | |
By: OROGEN HOLDINGS LLC, by /s/ Vikram S. Pandit, Manager | 05/05/2017 | |
By: /s/ VIKRAM S. PANDIT | 05/05/2017 | |
By: ATAIROS-OROGEN HOLDINGS, LLC, by /s/ David L. Caplan, Vice President | 05/05/2017 | |
By: ATAIROS GROUP, INC, by /s/ David L. Caplan, Vice President and General Counsel | 05/05/2017 | |
By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President | 05/05/2017 | |
By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President | 05/05/2017 | |
By: /s/ MICHAEL J. ANGELAKIS | 05/05/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |