Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Modder Roger Keith
   2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [VRTU] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres., Asia, EVP Global Serv.
(Last)
(First)
(Middle)
C/O VIRTUSA CORPORATION, 2000 WEST PARK DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/09/2010
(Street)

WESTBOROUGH, MA 01581		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 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 12/09/2010   M   3,043 A $ 0.313 75,661 (1) D  
Common Stock 12/09/2010   M   17,923 A $ 1.565 93,584 (1) D  
Common Stock 12/09/2010   S   10,723 D $ 15.0087 82,861 (1) D  
Common Stock 12/09/2010   M   27,520 A $ 1.565 110,381 (1) D  
Common Stock 12/09/2010   M   15,974 A $ 1.565 126,355 (1) D  
common stock 12/09/2010   M   14,970 A $ 4.1942 141,325 (1) D  
common stock 12/10/2010   M   8,991 A $ 4.1942 150,316 (1) D  
common stock 12/10/2010   M   12,823 A $ 5.4775 163,139 (1) D  
common stock 12/10/2010   S   7,200 D $ 15.094 155,939 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
non-qualified stock option $ 0.313 12/09/2010   M     3,043   (2) 05/21/2013 common stock 3,043 $ 0.313 0 D  
non-qualified stock option $ 1.565 12/09/2010   M     17,923   (3) 01/24/2011 commn stock 17,923 $ 1.565 0 D  
non-qualfied stock option $ 1.565 12/09/2010   M     27,520   (4) 04/17/2012 common stock 27,520 $ 1.565 0 D  
non-qualifed stock option $ 1.565 12/09/2010   M     15,974   (5) 08/22/2011 common stock 15,974 $ 1.565 0 D  
non-qualified stock option $ 4.1942 12/09/2010   M     14,970   (6) 08/07/2016 common stock 14,970 $ 4.1942 8,991 D  
non-qualified stock option $ 4.1942 12/10/2010   M     8,991   (6) 08/07/2016 common stock 8,991 $ 4.1942 0 D  
non-qualified stock option $ 5.4775 12/10/2010   M     12,823   (7) 04/28/2014 common stock 12,823 $ 5.4775 45,323 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Modder Roger Keith
C/O VIRTUSA CORPORATION
2000 WEST PARK DRIVE
WESTBOROUGH, MA 01581		       Pres., Asia, EVP Global Serv.  

Signatures

 Paul. D. Tutun, Attorney in Fact   12/13/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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 26,250 shares of performance based restricted stock granted under the Company's 2007 Plan in October 2008 (the "October Plan"), which vest only upon the Company's achievement of certain revenue and operating income targets for each fiscal year over the next three fiscal years, commencing with the fiscal year ended March 31, 2011. The performance based restricted shares vest at a rate of 25% per performance period upon achievement of applicable revenue and operating income targets for such fiscal year, with each fiscal year being a performance period. The grantee retains voting rights with respect to such shares unless and to the extent that such shares do not vest and are forfeited.
(2) The reporting person was granted an option to purchase these shares on 05/21/2003. All shares have vested.
(3) The reporting person was granted an option exercisable for 47,923 shares on 1/24/2001. All shares have vested.
(4) The reporting person was granted an option exercisable for 27520 shares on 04/17/2002. All shares have vested.
(5) The reporting person was granted an option exercisable for 15974 shares on 08/22/2001. All shares have vested
(6) The reporting person was granted an option exercisable for 23961 shares on 08/07/2006. All shares have vested
(7) The reporting person was granted an option exercisable for 58,146 shares on 04/28/2004. All shares have vested.

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