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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dhir Samir 		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)
President
(Last)          (First)          (Middle)

C/O VIRTUSA CORPORATION, 132 TURNPIKE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/20/2019
(Street)

SOUTHBOROUGH, MA 01772
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/20/2019     A    12660   (1) A $0.00   (1) 165079   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Performance-based restricted stock unit awards     (2) (3) (4) 5/20/2019     A      29540         (2) (3) (4)   (2) (3) (4) Common Stock   29540   $0.00   29540   D    

Explanation of Responses:
(1)  On 5/20//2019, the reporting person was granted shares of time-based restricted stock units issuable (upon full vest) for the number of shares listed above under the Company's 2015 Stock Option and Incentive Plan. The issuance price of the shares was determined based on the Company's equity award policy. The shares are subject to a three-year vesting period with one-third of the shares vesting annually on each June 1,2020, June 1,2021 and June 1,2022 respectively. The grantee has no voting rights with respect to the shares underlying the award until vested.
(2)  On 5/20/2019, the reporting person was granted a performance-based restricted stock unit award ("PSU") issuable at target for the number of shares listed above under the Company's 2015 Stock Option and Incentive Plan. The award vests only upon the Company's achievement of two performance metrics, two-year aggregate revenue, and two year adjusted net income, each weighted 50%, measured over a two-year performance period beginning on 4/1/2019 and ending 3/31/2021
(3)  To the extent the PSUs conditionally vest per the performance targets for the performance period, the PSUs are also subject to modifier, based on the relative total stockholder return ("rTSR") of Virtusa as compared to the stockholder return of the S&P 1000 IT Services Index over the same period. To the extent Virtusa is at target for the financial metrics, the PSU payout/award is increased by 20% where the rTSR is in the upper quartile, lowered by 20% if the rTSR is in the bottom quartile and no change if in between the lower and the top quartile. To the extent any PSUs vest, 50% of such award will vest and be issued on 6/1/2021 (upon approval of the compensation committee & Board) and the remaining 50% will vest on 6/1/2022.
(4)  Per the performance criteria for the award, the reporting person can earn the number of shares listed above at 100% of plan, subject to the rTSR modifier which could increase or decrease the vesting by 20% for each financial metric. Of such shares, the number of units that actually vest will be between 0% to 200% of the scheduled amount, depending on the extent to which the Company meets or exceeds the financial performance goals, and then, based on the rTSR modifier such shares could also increase or decrease by up to an additional 20% to the extent of each financial metric target achieved. The grantee has no voting rights with respect to the shares underlying the award until vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dhir Samir
C/O VIRTUSA CORPORATION
132 TURNPIKE ROAD
SOUTHBOROUGH, MA 01772

President

Signatures
Paul D. Tutun, Attorney in Fact 5/22/2019
** 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 control number.
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