Atairos-Orogen Form 4 VIRTUSA / VIKRAM S PANDIT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Orogen Viper LLC

(Last) (First) (Middle)

C/O THE OROGEN GROUP LLC

ONE ROCKEFELLER PLAZA SUITE 2416

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2019

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/17/2019		A		3,558(1)	A	$0.0000	11,846(2)	I	See Footnotes(3)(4)

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 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: 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

1. Name and Address of Reporting Person^*

Orogen Viper LLC

(Last) (First) (Middle)

C/O THE OROGEN GROUP LLC

ONE ROCKEFELLER PLAZA SUITE 2416

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Orogen Group LLC

(Last) (First) (Middle)

C/O THE OROGEN GROUP LLC

ONE ROCKEFELLER PLAZA SUITE 2416

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Orogen Holdings LLC

(Last) (First) (Middle)

C/O THE OROGEN GROUP LLC

ONE ROCKEFELLER PLAZA SUITE 2416

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PANDIT VIKRAM S

(Last) (First) (Middle)

C/O THE OROGEN GROUP LLC

ONE ROCKEFELLER PLAZA SUITE 2416

(Street)

NEW YORK NY 10020

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atairos-Orogen Holdings, LLC

(Last) (First) (Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS ROAD

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atairos Group, Inc.

(Last) (First) (Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS ROAD

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atairos Partners, L.P.

(Last) (First) (Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS ROAD

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atairos Partners GP, Inc.

(Last) (First) (Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS ROAD

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Angelakis Michael J

(Last) (First) (Middle)

C/O ATAIROS MANAGEMENT, L.P.

40 MORRIS ROAD

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

Explanation of Responses:

1. In his capacity as a director of Virtusa Corporation (the "Issuer"), Vikram S. Pandit ("Mr. Pandit"), was granted under the Issuer's Fourth Amended and Restated Director Compensation Policy and 2015 Stock Option and Incentive Plan 3,558 shares of restricted stock units of the Issuer which will vest 33.33% on each of 9/1/2020, 9/1/2021 and 9/1/2022, subject to Mr. Pandit's continued service as a director of the Issuer through the applicable vesting date.

2. The reported securities do not include 108,000 shares of the Issuer's 3.875% Series A Convertible Preferred Stock (the "Convertible Preferred"), which are convertible by the holders thereof, at their option, at any time before May 3, 2024, into shares of the Issuer's common stock (the "Common Stock"), and which, as reported on the Initial Statement of Beneficial Ownership of Securities on Form 3, as filed by the Reporting Persons on May 5, 2017, are collectively convertible at an initial conversion rate of 27.77778 shares of Common Stock per share of Convertible Preferred, into 3,000,000 shares of Common Stock.

3. Mr. Pandit is the Chairman and Chief Executive Officer of Orogen Viper LLC ("OV"), which directly owns the Convertible Preferred and therefore beneficially owns the underlying Common Stock of the Issuer that can be acquired upon conversion of the Convertible Preferred. Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the members jointly control the investment decisions of The Orogen Group LLC ("Orogen"), which is the sole member of OV. Mr. Pandit controls a majority of the voting power 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 directly or indirectly controls a majority of the voting power of Atairos Partners GP, Inc., which, in turn, is the general partner of Atairos Partners L.P., the sole voting shareholder of Atairos.

4. Because of an arrangement among the Reporting Persons with respect to the equity grants received by Mr. Pandit in his capacity as a director of the Issuer, each Reporting Person may be deemed to have beneficial ownership of the reported securities, provided that each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

	By: OROGEN VIPER LLC, by THE OROGEN GROUP LLC, its sole member, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer	09/19/2019
	By: THE OROGEN GROUP LLC, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer	09/19/2019
	By: OROGEN HOLDINGS LLC, by /s/ Vikram S. Pandit, Manager	09/19/2019
	By: /s/ VIKRAM S. PANDIT	09/19/2019
	By: ATAIROS-OROGEN HOLDINGS, LLC, by /s/ David L. Caplan, Vice President	09/19/2019
	By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel	09/19/2019
	By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President	09/19/2019
	By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan , Vice President	09/19/2019
	By:/s/ MICHAEL J. ANGELAKIS	09/19/2019
	** Signature of Reporting Person	Date
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