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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Orogen Viper LLC C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY 10020 |
X | |||
Orogen Group LLC C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY 10020 |
X | |||
Orogen Holdings LLC C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY 10020 |
X | |||
PANDIT VIKRAM S C/O THE OROGEN GROUP LLC ONE ROCKEFELLER PLAZA SUITE 2416 NEW YORK, NY 10020 |
X | |||
Atairos-Orogen Holdings, LLC C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA 19010 |
X | |||
Atairos Group, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA 19010 |
X | |||
Atairos Partners, L.P. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA 19010 |
X | |||
Atairos Partners GP, Inc. C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA 19010 |
X | |||
Angelakis Michael J C/O ATAIROS MANAGEMENT, L.P. 40 MORRIS ROAD BRYN MAWR, PA 19010 |
X |
By: OROGEN VIPER LLC, by THE OROGEN GROUP LLC, its sole member, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer | 12/07/2017 | |
**Signature of Reporting Person | Date | |
By: THE OROGEN GROUP LLC, by /s/ Vikram S. Pandit, Chairman and Chief Executive Officer | 12/07/2017 | |
**Signature of Reporting Person | Date | |
By: OROGEN HOLDINGS LLC, by /s/ Vikram S. Pandit, Manager | 12/07/2017 | |
**Signature of Reporting Person | Date | |
By: /s/ VIKRAM S. PANDIT | 12/07/2017 | |
**Signature of Reporting Person | Date | |
By: ATAIROS-OROGEN HOLDINGS, LLC, by /s/ David L. Caplan, Vice President | 12/07/2017 | |
**Signature of Reporting Person | Date | |
By: ATAIROS GROUP, INC, by /s/ David L. Caplan, Vice President and General Counsel | 12/07/2017 | |
**Signature of Reporting Person | Date | |
By: ATAIROS PARTNERS, L.P., by ATAIROS PARTNERS GP, INC., its general partner, by /s/ David L. Caplan, Vice President | 12/07/2017 | |
**Signature of Reporting Person | Date | |
By: ATAIROS PARTNERS GP, INC., by /s/ David L. Caplan, Vice President | 12/07/2017 | |
**Signature of Reporting Person | Date | |
By: /s/ MICHAEL J. ANGELAKIS | 12/07/2017 | |
**Signature of Reporting Person | Date |
* | 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) | 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 3,094 shares of restricted stock units of the Issuer which will vest 33.33% on each of 9/1/2018, 9/1/2019 and 9/1/2020, 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. |