UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Virtusa Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

 (Title of Class of Securities)

 

92827P102

(CUSIP Number)

  

Vikram S. Pandit

Chairman and CEO

The Orogen Group LLC

One Rockefeller Plaza

Suite 2416

New York, NY 10020

(212) 332-4580 

 

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

  

With Copies to:

 

David L. Caplan

Vice President & General Counsel 

Atairos Management L.P.

620 Fifth Avenue 

New York, NY 10020

(646) 690-5220

 

Louis L. Goldberg

Davis Polk & Wardwell LLP 

450 Lexington Avenue

New York, NY 10017 

(212) 450-4539


 


 

 February 11, 2021

(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐
 
Note Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

 

 

 

 

CUSIP No. 92827P102

 

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

0

 

9.

 

Sole Dispositive Power

0

 

10.

 

Shared Dispositive Power 

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)           ☐

 

13.

Percent of Class Represented by Amount in Row (11)

0%

 

14.

Type of Reporting Person (See Instructions)

OO

 

 

2

CUSIP No. 92827P102

 

  
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

0

 

9.

 

Sole Dispositive Power

0

 

10.

 

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)          ☐

 

13.

Percent of Class Represented by Amount in Row (11)

0%

 

14.

Type of Reporting Person (See Instructions) 

OO

 

 

3

CUSIP No. 92827P102

 

  
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

0

 

9.

 

Sole Dispositive Power

0

 

10.

 

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)           ☐

 

13.

Percent of Class Represented by Amount in Row (11)

0%

 

14.

Type of Reporting Person (See Instructions)

OO

 

 

4

CUSIP No. 92827P102

 

  
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 

0

 

9.

 

Sole Dispositive Power

0

 

10.

 

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)          ☐

 

13.

Percent of Class Represented by Amount in Row (11)

0%

 

14.

Type of Reporting Person (See Instructions)

IN

 

  

5

CUSIP No. 92827P102

 

  
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

0

 

9.

 

Sole Dispositive Power

0

 

10.

 

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)           ☐

 

13.

Percent of Class Represented by Amount in Row (11)

0%

 

14.

Type of Reporting Person (See Instructions)

OO

 

  

6

CUSIP No. 92827P102

 

  
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

0

 

9.

 

Sole Dispositive Power

0

 

10.

 

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)           ☐

 

13.

Percent of Class Represented by Amount in Row (11)

0%

 

14.

Type of Reporting Person (See Instructions)

CO

 

  

7

CUSIP No. 92827P102

 

  
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

0

 

9.

 

Sole Dispositive Power 

0

 

10.

 

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)           ☐

 

13.

Percent of Class Represented by Amount in Row (11)

0%

 

14.

Type of Reporting Person (See Instructions)

PN

 

  

8

CUSIP No. 92827P102

 

  
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

0

 

9.

 

Sole Dispositive Power

0

 

10.

 

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)           ☐

 

13.

Percent of Class Represented by Amount in Row (11)

0%

 

14.

Type of Reporting Person (See Instructions)

CO

 

  

9

CUSIP No. 92827P102

 

  
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

0

 

9.

 

Sole Dispositive Power

0

 

10.

 

Shared Dispositive Power

0

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)           ☐

 

13.

Percent of Class Represented by Amount in Row (11)

0%

 

14.

Type of Reporting Person (See Instructions)

IN

 

  

10

SCHEDULE 13D

 

Item 1. Security and Issuer

 

Orogen Viper LLC, a corporation incorporated under the laws of the State of Delaware (“Orogen” or the “Reporting Person”) hereby amends and supplements its report on Schedule 13D (the “Original Schedule 13D”), as filed with the Securities and Exchange Commission on May 12, 2017, with respect to shares of Series A Convertible Preferred Stock that is convertible into shares of common stock, $0.01 par value per share (the “Common Stock”), of Virtusa Corporation, a Delaware corporation (“Virtusa” or the “Issuer”), as amended by Amendment No. 1 (“Amendment No. 1”) filed with the SEC on May 21, 2017 (the Original Schedule 13D and Amendment No. 1, collectively, the “Amended Schedule 13D”).

 

Pursuant to the Merger Agreement referred to in Item 4 below, effective as of February 11, 2021, the Reporting Persons disposed of all of their equity securities in Virtusa and the number of shares reported as held by the Reporting Persons in this Amendment No. 2 gives effect to such transaction.

 

Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Amended Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Amended Schedule 13D.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

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 Virtusa, Orogen’s entire equity interest in Virtusa was converted into the right to receive cash (the “Merger”).

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a) of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

(a)       Following completion of the Merger, the Reporting Persons no longer beneficially own any Shares.

 

Item 5(b) of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

(b)       Following completion of the Merger, the Reporting Persons no longer have the power to vote and to dispose of any Shares.

 

Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

(c)       Other than as a result of the Merger described in Item 4 of this Amendment No. 2, the Reporting Persons have not effected any transactions in the Shares during the past sixty days.

 

 

11

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: February 16, 2021

 

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

 

By: /s/ Vikram S. Pandit

 

 

ATAIROS-OROGEN HOLDINGS, LLC

 

By: /s/ David L. Caplan
 

Name: David L. Caplan

Title: Vice President 

 

[Signature Page to Schedule 13D]

 

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
  Title: Vice President

 

 

MICHAEL J. ANGELAKIS

 

By: /s/ Michael J. Angelakis
   
   

 

[Signature Page to Schedule 13D]

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