| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VIRTUSA CORP [ VRTU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/11/2021 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/11/2021 | C | 3,031,226 | A | $0.0000 | 3,045,856(1) | I | See Footnotes(2)(3) | ||
| Common Stock | 02/11/2021 | D | 3,045,856 | D | $51.35 | 0.00(4) | I | See Footnotes(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 3.875% Series A Convertible Preferred Stock(2) | $35.63 | 02/11/2021 | 02/11/2021 | C | 70,000 | 05/03/2017 | 05/03/2024 | Common Stock | 1,964,684 | $0 | 0 | I | SEE FOOTNOTE(2)(3) | ||
| 3.875% Series A-1 Convertible Preferred Stock(2) | $35.63 | 02/11/2021 | 02/11/2021 | C | 38,000 | 05/03/2017 | 05/03/2024 | Common Stock | 1,066,542 | $0 | 0 | I | SEE FOOTNOTE(2)(3) | ||
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. The reported securities include (i) 3,031,226 shares of common stock ("Common Stock") of Virtusa Corporation (the "Issuer") acquired upon the conversion of the 70,000 shares of the Issuer's 3.875% Series A Convertible Preferred Stock and 38,000 shares of the Issuer's 3.875% Series A-1 Convertible Preferred Stock (together, the "Convertible Preferred") that were directly owned by Orogen Viper LLC ("OV") and (ii) 14,630 shares of Issuer common stock in respect of grants of restricted stock units granted under the Issuer's Fourth Amended and Restated Director Compensation Policy (or its applicable predecessors) and 2015 Stock Option and Incentive Plan. |
| 2. Vikram S. Pandit ("Mr. Pandit") is the Chairman and Chief Executive Officer of OV, which directly owned the Convertible Preferred and therefore became the direct owner of the underlying Common Stock of the Issuer that were acquired upon conversion of the Convertible Preferred. The Orogen Group LLC ("Orogen") is the sole member of OV and Orogen Holdings LLC and Atairos-Orogen Holdings, LLC are the members of Orogen and jointly control the investment decisions of Orogen. 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 ("Mr. 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. |
| 3. 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. |
| 4. On February 11, 2021, pursuant to the terms of the Merger Agreement, dated as of September 9, 2020, by and among Austin HoldCo Inc., a Delaware corporation (that is owned by Baring Private Equity Asia), Austin BidCo Inc., a Delaware corporation and a wholly owned subsidiary of Parent and the Issuer, the Reporting Persons' equity interests in the Issuer were canceled and thus delivered back to the Issuer, and converted into the right to receive $51.35 in cash and the Reporting Persons disposed of all of their equity securities in the Issuer in connection with the completion of the transactions contemplated by the Merger Agreement. |
| By: OROGEN VIPER LLC, by THE OROGEN GROUP LLC, its sole member, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer | 02/11/2021 | |
| By: THE OROGEN GROUP LLC, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer | 02/11/2021 | |
| By: OROGEN HOLDINGS LLC, by /s/ Vikram S. Pandit, Manager | 02/11/2021 | |
| By: /s/ VIKRAM S. PANDIT | 02/11/2021 | |
| By: ATAIROS-OROGEN HOLDINGS, LLC, by /s/ David L. Caplan, Vice President | 02/11/2021 | |
| By: ATAIROS GROUP, INC., by /s/ David L. Caplan, Vice President and General Counsel | 02/11/2021 | |
| By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President | 02/11/2021 | |
| By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan , Vice President | 02/11/2021 | |
| By:/s/ MICHAEL J. ANGELAKIS | 02/11/2021 | |
| ** 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 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). | ||
| 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. | ||