Edgar Filing: VIRTUSA CORP

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Armony Izhar

2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2007

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

(Last)

(First)

(Middle)

C/O VIRTUSA CORPORATION,Â 2000 WEST PARK DRIVE

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

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

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

(Street)

WESTBOROUGH,Â MAÂ 01581

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

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)
Common Stock	130,615 ⁽¹⁾ ⁽²⁾	I	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Redeemable Convertible Preferred Stock	08/02/2007	Â ⁽⁴⁾	Common Stock ⁽⁵⁾	38,676 ⁽²⁾ ⁽⁶⁾	$ ⁽⁷⁾	I	See footnote ⁽³⁾
Series B Redeemable Convertible Preferred Stock	08/02/2007	Â ⁽⁴⁾	Common Stock ⁽⁵⁾	1,112,037 ⁽²⁾ ⁽⁸⁾	$ ⁽⁹⁾	I	See footnote ⁽³⁾
Series C Redeemable Convertible Preferred Stock	08/02/2007	Â ⁽⁴⁾	Common Stock ⁽⁵⁾	1,137,214 ⁽²⁾ ⁽¹⁰⁾	$ ⁽¹¹⁾	I	See footnote ⁽³⁾
Series D Redeemable Convertible Preferred Stock	08/02/2007	Â ⁽⁴⁾	Common Stock ⁽⁵⁾	553,177 ⁽²⁾ ⁽¹²⁾	$ ⁽¹³⁾	I	See footnote ⁽³⁾
Director Stock Option (right to buy)	Â ⁽¹⁴⁾	09/03/2014	Common Stock	15,974	$ 6.89	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Armony Izhar C/O VIRTUSA CORPORATION 2000 WEST PARK DRIVE WESTBOROUGH,Â MAÂ 01581	Â X	Â X	Â	Â

Signatures

/s/ Thomas R. Holler, attorney-in-fact		08/02/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 126,741 shares held by Charles River Partnership XI, LP, 3,201 shares held by Charles River Friends XI-A, LP and 673 shares held by Charles River Friends XI-B, LP. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2)	Charles River XI GP, LLC, is the general partner of Charles River XI GP, LP, Charles River Friends XI-A, LP and Charles River Friends XI-B, LP. Charles River XI GP, LP, is the general partner of Charles River Partnership XI, LP.
(3)	The reporting person may be deemed to be a beneficial owner of these shares as he is a managing member of Charles River XI GP, LLC, which is the general partner of Charles River XI GP, LP, Charles River Friends XI-A, LP and Charles River Friends XI-B, LP, and a general partner of Charles River XI GP, LP, which is the general partner of Charles River Partnership XI, LP. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4)	These shares do not have an expiration date.
(5)	The number of underlying shares of Common Stock reported in Column 3 reflects a 1-for-3.13 stock split of the Issuer's Common Stock on 07/18/2007.
(6)	Includes 37,529 shares held by Charles River Partnership XI, LP, 948 shares held by Charles River Friends XI-A, LP and 199 shares held by Charles River Friends XI-B, LP. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(7)	Upon the Closing of the Issuer's initial public offering, each Share of Series A Redeemable Convertible Preferred Stock will automatically convert into 0.448 shares of Common Stock.
(8)	Includes 1,079,051 shares held by Charles River Partnership XI, LP, 27,254 shares held by Charles River Friends XI-A, LP and 5,732 shares held by Charles River Friends XI-B, LP. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(9)	Upon the Closing of the Issuer's initial public offering, each Share of Series B Redeemable Convertible Preferred Stock will automatically convert into 0.363 shares of Common Stock.
(10)	Includes 1,109,198 shares held by Charles River Partnership XI, LP, 28,016 shares held by Charles River Friends XI-A, LP and 5,892 shares held by Charles River Friends XI-B, LP. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(11)	Upon the Closing of the Issuer's initial public offering, each Share of Series C Redeemable Convertible Preferred Stock will automatically convert into 0.319 shares of Common Stock.
(12)	Includes 536,768 shares held by Charles River Partnership XI, LP, 13,558 shares held by Charles River Friends XI-A, LP and 2,851 shares held by Charles River Friends XI-B, LP. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(13)	Upon the Closing of the Issuer's initial public offering, each Share of Series D Redeemable Convertible Preferred Stock will automatically convert into 0.319 shares of Common Stock.
(14)	The reporting person was granted an option to purchase these shares on 09/3/2004. One-twelveth of the shares in this grant vested on 12/3/2004, and the option vests in equal quarterly installments thereafter until 12/3/2007.
Â Remarks: ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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