|
1.
|
Names of Reporting Persons.
Orogen Viper LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
3,000,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
3,000,000
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.1%
(1)
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
____________________
|
(1)
|
The calculation of this percentage
is based on 30,113,423 shares of Common Stock (as defined below) outstanding as of March 31, 2017, which figure is based on
information provided to the Reporting Person by the Issuer (as defined below) on May 17, 2017, plus the 3,000,000 shares of
Common Stock issuable upon the conversion of the Preferred Stock (as defined below) beneficially owned by the Reporting Person
set forth above at the initial conversion rate described below. In the Original 13D (as defined below), the percentage
reported in this row was based on 31,978,768 shares of Common Stock outstanding as of March 31, 2017, which figure (the “
Original
Outstanding Share Number
”) was based on information provided by the Issuer and set forth in the Investment Agreement
(as defined below). The Original Outstanding Share Number erroneously included approximately 1.9 million shares
of Common Stock held in treasury by the Issuer. As a result, the percentage reported in this row of the Original
13D was 8.6%, although the percentage as of the date of the Original 13D was actually 9.1%.
|
|
1.
|
Names of Reporting Persons.
The Orogen Group LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
3,000,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
3,000,000
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.1%
(1)
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
____________________
|
(1)
|
The calculation of this percentage
is based on 30,113,423 shares of Common Stock (as defined below) outstanding as of March 31, 2017, which figure is based on
information provided to the Reporting Person by the Issuer (as defined below) on May 17, 2017, plus the 3,000,000 shares of
Common Stock issuable upon the conversion of the Preferred Stock (as defined below) beneficially owned by the Reporting Person
set forth above at the initial conversion rate described below. In the Original 13D (as defined below), the percentage
reported in this row was based on 31,978,768 shares of Common Stock outstanding as of March 31, 2017, which figure was based
on information provided by the Issuer and set forth in the Investment Agreement (as defined below). The Original
Outstanding Share Number erroneously included approximately 1.9 million shares of Common Stock held in treasury by the Issuer. As
a result, the percentage reported in this row of the Original 13D was 8.6%, although the percentage as of the date of the
Original 13D was actually 9.1%.
|
|
1.
|
Names of Reporting Persons.
Orogen Holdings LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
3,000,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
3,000,000
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.1%
(1)
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
____________________
|
(1)
|
The calculation of this percentage
is based on 30,113,423 shares of Common Stock (as defined below) outstanding as of March 31, 2017, which figure is based on
information provided to the Reporting Person by the Issuer (as defined below) on May 17, 2017, plus the 3,000,000 shares of
Common Stock issuable upon the conversion of the Preferred Stock (as defined below) beneficially owned by the Reporting Person
set forth above at the initial conversion rate described below. In the Original 13D (as defined below), the percentage
reported in this row was based on 31,978,768 shares of Common Stock outstanding as of March 31, 2017, which figure was based
on information provided by the Issuer and set forth in the Investment Agreement (as defined below). The Original
Outstanding Share Number erroneously included approximately 1.9 million shares of Common Stock held in treasury by the Issuer. As
a result, the percentage reported in this row of the Original 13D was 8.6%, although the percentage as of the date of the
Original 13D was actually 9.1%.
|
|
1.
|
Names of Reporting Persons.
Vikram S. Pandit
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6.
|
Citizenship or Place of Organization
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
3,000,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
3,000,000
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.1%
(1)
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
____________________
|
(1)
|
The calculation of this percentage
is based on 30,113,423 shares of Common Stock (as defined below) outstanding as of March 31, 2017, which figure is based on
information provided to the Reporting Person by the Issuer (as defined below) on May 17, 2017, plus the 3,000,000 shares of
Common Stock issuable upon the conversion of the Preferred Stock (as defined below) beneficially owned by the Reporting Person
set forth above at the initial conversion rate described below. In the Original 13D (as defined below), the percentage
reported in this row was based on 31,978,768 shares of Common Stock outstanding as of March 31, 2017, which figure was based
on information provided by the Issuer and set forth in the Investment Agreement (as defined below). The Original
Outstanding Share Number erroneously included approximately 1.9 million shares of Common Stock held in treasury by the Issuer. As
a result, the percentage reported in this row of the Original 13D was 8.6%, although the percentage as of the date of the
Original 13D was actually 9.1%.
|
|
1.
|
Names of Reporting Persons.
Atairos-Orogen Holdings, LLC
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
3,000,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
3,000,000
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.1%
(1)
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
____________________
|
(1)
|
The calculation of this percentage
is based on 30,113,423 shares of Common Stock (as defined below) outstanding as of March 31, 2017, which figure is based on
information provided to the Reporting Person by the Issuer (as defined below) on May 17, 2017, plus the 3,000,000 shares of
Common Stock issuable upon the conversion of the Preferred Stock (as defined below) beneficially owned by the Reporting Person
set forth above at the initial conversion rate described below. In the Original 13D (as defined below), the percentage
reported in this row was based on 31,978,768 shares of Common Stock outstanding as of March 31, 2017, which figure was based
on information provided by the Issuer and set forth in the Investment Agreement (as defined below). The Original
Outstanding Share Number erroneously included approximately 1.9 million shares of Common Stock held in treasury by the Issuer. As
a result, the percentage reported in this row of the Original 13D was 8.6%, although the percentage as of the date of the
Original 13D was actually 9.1%.
|
|
1.
|
Names of Reporting Persons.
Atairos Group, Inc.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6.
|
Citizenship or Place of Organization
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
3,000,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
3,000,000
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.1%
(1)
|
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
____________________
|
(1)
|
The calculation of this percentage
is based on 30,113,423 shares of Common Stock (as defined below) outstanding as of March 31, 2017, which figure is based on
information provided to the Reporting Person by the Issuer (as defined below) on May 17, 2017, plus the 3,000,000 shares of
Common Stock issuable upon the conversion of the Preferred Stock (as defined below) beneficially owned by the Reporting Person
set forth above at the initial conversion rate described below. In the Original 13D (as defined below), the percentage
reported in this row was based on 31,978,768 shares of Common Stock outstanding as of March 31, 2017, which figure was based
on information provided by the Issuer and set forth in the Investment Agreement (as defined below). The Original
Outstanding Share Number erroneously included approximately 1.9 million shares of Common Stock held in treasury by the Issuer. As
a result, the percentage reported in this row of the Original 13D was 8.6%, although the percentage as of the date of the
Original 13D was actually 9.1%.
|
|
1.
|
Names of Reporting Persons.
Atairos Partners, L.P.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6.
|
Citizenship or Place of Organization
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
3,000,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
3,000,000
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.1%
(1)
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
____________________
|
(1)
|
The calculation of this percentage
is based on 30,113,423 shares of Common Stock (as defined below) outstanding as of March 31, 2017, which figure is based on
information provided to the Reporting Person by the Issuer (as defined below) on May 17, 2017, plus the 3,000,000 shares of
Common Stock issuable upon the conversion of the Preferred Stock (as defined below) beneficially owned by the Reporting Person
set forth above at the initial conversion rate described below. In the Original 13D (as defined below), the percentage
reported in this row was based on 31,978,768 shares of Common Stock outstanding as of March 31, 2017, which figure was based
on information provided by the Issuer and set forth in the Investment Agreement (as defined below). The Original
Outstanding Share Number erroneously included approximately 1.9 million shares of Common Stock held in treasury by the Issuer. As
a result, the percentage reported in this row of the Original 13D was 8.6%, although the percentage as of the date of the
Original 13D was actually 9.1%.
|
|
1.
|
Names of Reporting Persons.
Atairos Partners GP, Inc.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6.
|
Citizenship or Place of Organization
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
3,000,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
3,000,000
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.1%
(1)
|
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
____________________
|
(1)
|
The calculation of this percentage
is based on 30,113,423 shares of Common Stock (as defined below) outstanding as of March 31, 2017, which figure is based on
information provided to the Reporting Person by the Issuer (as defined below) on May 17, 2017, plus the 3,000,000 shares of
Common Stock issuable upon the conversion of the Preferred Stock (as defined below) beneficially owned by the Reporting Person
set forth above at the initial conversion rate described below. In the Original 13D (as defined below), the percentage
reported in this row was based on 31,978,768 shares of Common Stock outstanding as of March 31, 2017, which figure was based
on information provided by the Issuer and set forth in the Investment Agreement (as defined below). The Original
Outstanding Share Number erroneously included approximately 1.9 million shares of Common Stock held in treasury by the Issuer. As
a result, the percentage reported in this row of the Original 13D was 8.6%, although the percentage as of the date of the
Original 13D was actually 9.1%.
|
|
1.
|
Names of Reporting Persons.
Michael J. Angelakis
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
6.
|
Citizenship or Place of Organization
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
3,000,000
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
3,000,000
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.1%
(1)
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
____________________
|
(1)
|
The calculation of this percentage
is based on 30,113,423 shares of Common Stock (as defined below) outstanding as of March 31, 2017, which figure is based on
information provided to the Reporting Person by the Issuer (as defined below) on May 17, 2017, plus the 3,000,000 shares of
Common Stock issuable upon the conversion of the Preferred Stock (as defined below) beneficially owned by the Reporting Person
set forth above at the initial conversion rate described below. In the Original 13D (as defined below), the percentage
reported in this row was based on 31,978,768 shares of Common Stock outstanding as of March 31, 2017, which figure was based
on information provided by the Issuer and set forth in the Investment Agreement (as defined below). The Original
Outstanding Share Number erroneously included approximately 1.9 million shares of Common Stock held in treasury by the Issuer. As
a result, the percentage reported in this row of the Original 13D was 8.6%, although the percentage as of the date of the
Original 13D was actually 9.1%.
|
This Amendment No. 1 (“
Amendment
No. 1
”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on May 12, 2017 (the “
Original
13D
” and, as amended by this Amendment No. 1, this “
Schedule 13D
”) relating to the Common Stock, par
value $0.01 per share (the “
Common Stock
”), of Virtusa Corporation, a Delaware corporation (the “
Issuer
”
or the “
Company
”). Except as specifically set forth herein, this Amendment No. 1 does not modify any of the
information previously reported on the Original 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 have
the meanings assigned thereto in the Original 13D.
Item 1. Security and Issuer
Item 1 of the Original 13D is hereby amended
and restated in its entirety to read as follows:
This Schedule 13D relates to the Common
Stock of the Issuer. The principal executive offices of the Issuer are located at 2000 West Park Drive, Westborough, Massachusetts,
01581.
On May 3, 2017, Orogen Viper LLC, a Delaware
limited liability company (“
OV
”), purchased 70,000 shares of the Issuer’s 3.875% Series A Convertible
Preferred Stock, par value $0.01 per share (the “
Series A Preferred Stock
”), and 38,000 shares of the Issuer’s
3.875% Series A-1 Convertible Preferred Stock, par value $0.01 per share (the “
Series A-1 Preferred Stock
” and
together with the Series A Preferred Stock, the “
Preferred Stock
”). On May 17, 2017, the U.S. Federal Trade
Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with
respect to OV’s investment. As a result, on May 17, 2017, pursuant to the terms of the Series A-1 Preferred Stock, each share
of Series A-1 Preferred Stock automatically converted into one share of Series A Preferred Stock, in accordance with the terms
of the Series A-1 Preferred Stock. Accordingly, OV now owns 138,000 shares of Series A Preferred Stock and zero shares of Series
A-1 Preferred Stock.
The Series A Preferred Stock is convertible
by the holders of the Series A Preferred Stock, at their option, at any time before May 3, 2024, into shares of Common Stock at
an initial conversion rate of 27.77778 shares of Common Stock per share of Series A Preferred Stock (which represents an initial
conversion price of $36.00 per share), subject to certain adjustments determined in the manner set forth in the Series A Certificate
of Designations.
Item 5. Interest in Securities of the
Issuer
Item 5 of the Original 13D is hereby amended
and restated in its entirety to read as follows:
(a) The
information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13
of the cover pages hereto is incorporated by reference. Subject to the terms of the Series A Certificate of Designations and the
Investment Agreement, the Reporting Persons are the beneficial owners of 3,000,000 shares of Common Stock, which represents the
number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock at the initial conversion rate described
above. Such number of shares of Common Stock represent 9.1% of the shares of Common Stock outstanding based on 30,113,423 shares
of Common Stock outstanding as of March 31, 2017 (exclusive of shares of Common Stock issuable pursuant to equity awards granted
under the Company’s equity plans), which figure is based on information provided to the Reporting Persons by the Issuer on
May 17, 2017, plus the 3,000,000 shares of Common Stock issuable upon the conversion of the Preferred Stock at the initial conversion
rate described above.
(b) Each
Reporting Person has shared voting power and shared dispositive power of the shares of Common Stock beneficially owned by such
Reporting Person as indicated herein.
(c) Except
as set forth in this Schedule 13D, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding
the date hereof.
(d) No
other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the
securities described in this Statement.
(e) Not
applicable.
The information set forth in Items 4 and 6 of this Schedule 13D is incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 22, 2017.
OROGEN VIPER LLC
|
By:
|
THE OROGEN GROUP LLC, its sole member
|
|
|
|
|
By:
|
/s/ Vikram S. Pandit
|
|
|
Name: Vikram S. Pandit
|
|
|
Title: Chairman and Chief Executive Office
|
THE OROGEN GROUP LLC
|
By:
|
/s/ Vikram S. Pandit
|
|
|
Name: Vikram S. Pandit
|
|
|
Title: Chairman and Chief Executive Office
|
OROGEN HOLDINGS LLC
|
By:
|
/s/ Vikram S. Pandit
|
|
|
Name: Vikram S. Pandit
|
|
|
Title: Manager
|
VIKRAM S. PANDIT
ATAIROS-OROGEN HOLDINGS, LLC
|
By:
|
/s/ David L. Caplan
|
|
|
Name: David L. Caplan
Title: Vice President
|
[Signature Page to Schedule 13D/A – Virtusa Corporation]
ATAIROS GROUP, INC.
|
By:
|
/s/ David L. Caplan
|
|
|
Name: David L. Caplan
|
|
|
Title: Vice President and General Counsel
|
ATAIROS PARTNERS, L.P.
|
By:
|
ATAIROS PARTNERS GP, INC., its general partner
|
|
By:
|
/s/ David L. Caplan
|
|
|
Name: David L. Caplan
|
|
|
Title: Vice President
|
ATAIROS PARTNERS GP, INC.
|
By:
|
/s/ David L. Caplan
|
|
|
Name: David L. Caplan
|
|
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Title: Vice President
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MICHAEL J. ANGELAKIS
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By:
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/s/ Michael J. Angelakis
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[Signature Page to Schedule 13D/A – Virtusa Corporation]