4//SEC Filing
Orogen Viper LLC 4
Accession 0000950103-21-002219
CIK 0001207074other
Filed
Feb 11, 7:00 PM ET
Accepted
Feb 12, 11:58 AM ET
Size
27.5 KB
Accession
0000950103-21-002219
Insider Transaction Report
Form 4
VIRTUSA CORPVRTU
Orogen Viper LLC
Director
Transactions
- Conversion
Common Stock
2021-02-11+3,031,226→ 3,045,856 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2021-02-11$51.35/sh−3,045,856$156,404,706→ 0 total(indirect: See Footnotes) - Conversion
3.875% Series A-1 Convertible Preferred Stock
2021-02-11−38,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,066,542 underlying) - Conversion
3.875% Series A Convertible Preferred Stock
2021-02-11−70,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,964,684 underlying)
Orogen Group LLC
Director
Transactions
- Conversion
Common Stock
2021-02-11+3,031,226→ 3,045,856 total(indirect: See Footnotes) - Conversion
3.875% Series A Convertible Preferred Stock
2021-02-11−70,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,964,684 underlying) - Disposition to Issuer
Common Stock
2021-02-11$51.35/sh−3,045,856$156,404,706→ 0 total(indirect: See Footnotes) - Conversion
3.875% Series A-1 Convertible Preferred Stock
2021-02-11−38,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,066,542 underlying)
Orogen Holdings LLC
Director
Transactions
- Conversion
Common Stock
2021-02-11+3,031,226→ 3,045,856 total(indirect: See Footnotes) - Conversion
3.875% Series A-1 Convertible Preferred Stock
2021-02-11−38,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,066,542 underlying) - Disposition to Issuer
Common Stock
2021-02-11$51.35/sh−3,045,856$156,404,706→ 0 total(indirect: See Footnotes) - Conversion
3.875% Series A Convertible Preferred Stock
2021-02-11−70,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,964,684 underlying)
PANDIT VIKRAM S
Director
Transactions
- Conversion
Common Stock
2021-02-11+3,031,226→ 3,045,856 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2021-02-11$51.35/sh−3,045,856$156,404,706→ 0 total(indirect: See Footnotes) - Conversion
3.875% Series A Convertible Preferred Stock
2021-02-11−70,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,964,684 underlying) - Conversion
3.875% Series A-1 Convertible Preferred Stock
2021-02-11−38,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,066,542 underlying)
Atairos-Orogen Holdings, LLC
Director
Transactions
- Conversion
Common Stock
2021-02-11+3,031,226→ 3,045,856 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2021-02-11$51.35/sh−3,045,856$156,404,706→ 0 total(indirect: See Footnotes) - Conversion
3.875% Series A Convertible Preferred Stock
2021-02-11−70,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,964,684 underlying) - Conversion
3.875% Series A-1 Convertible Preferred Stock
2021-02-11−38,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,066,542 underlying)
Atairos Group, Inc.
Director
Transactions
- Conversion
Common Stock
2021-02-11+3,031,226→ 3,045,856 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2021-02-11$51.35/sh−3,045,856$156,404,706→ 0 total(indirect: See Footnotes) - Conversion
3.875% Series A Convertible Preferred Stock
2021-02-11−70,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,964,684 underlying) - Conversion
3.875% Series A-1 Convertible Preferred Stock
2021-02-11−38,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,066,542 underlying)
Atairos Partners, L.P.
Director
Transactions
- Conversion
Common Stock
2021-02-11+3,031,226→ 3,045,856 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2021-02-11$51.35/sh−3,045,856$156,404,706→ 0 total(indirect: See Footnotes) - Conversion
3.875% Series A Convertible Preferred Stock
2021-02-11−70,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,964,684 underlying) - Conversion
3.875% Series A-1 Convertible Preferred Stock
2021-02-11−38,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,066,542 underlying)
Atairos Partners GP, Inc.
Director
Transactions
- Conversion
Common Stock
2021-02-11+3,031,226→ 3,045,856 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2021-02-11$51.35/sh−3,045,856$156,404,706→ 0 total(indirect: See Footnotes) - Conversion
3.875% Series A Convertible Preferred Stock
2021-02-11−70,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,964,684 underlying) - Conversion
3.875% Series A-1 Convertible Preferred Stock
2021-02-11−38,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,066,542 underlying)
Angelakis Michael J
Director
Transactions
- Conversion
Common Stock
2021-02-11+3,031,226→ 3,045,856 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2021-02-11$51.35/sh−3,045,856$156,404,706→ 0 total(indirect: See Footnotes) - Conversion
3.875% Series A Convertible Preferred Stock
2021-02-11−70,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,964,684 underlying) - Conversion
3.875% Series A-1 Convertible Preferred Stock
2021-02-11−38,000→ 0 total(indirect: SEE FOOTNOTE)Exercise: $35.63From: 2017-05-03Exp: 2024-05-03→ Common Stock (1,066,542 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
Documents
Issuer
VIRTUSA CORP
CIK 0001207074
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001705498
Filing Metadata
- Form type
- 4
- Filed
- Feb 11, 7:00 PM ET
- Accepted
- Feb 12, 11:58 AM ET
- Size
- 27.5 KB