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CUSIP No. 92827P102
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13D
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Page 10 of 10
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This Amendment No. 7 to Schedule 13D (this Amendment No. 7) relates to shares of
common stock, par value $0.01 per share (the Common Stock), of Virtusa Corporation (the Issuer) and amends the Schedule 13D filed on July 6, 2020 (the Original Schedule 13D), as amended
by Amendment No. 1 to the Schedule 13D filed on July 7, 2020 (Amendment No. 1), Amendment No. 2 to the Schedule 13D filed on July 29, 2020 (Amendment
No. 2), Amendment No. 3 to the Schedule 13D filed on August 17, 2020 (Amendment No. 3), Amendment No. 4 to the Schedule 13D filed on September 14, 2020
(Amendment No. 4), Amendment No. 5 to the Schedule 13D filed on October 7, 2020 (Amendment No. 5) and Amendment No. 6 to the Schedule 13D filed on
November 4, 2020 (Amendment No. 6 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment
No. 6 and this Amendment No. 7, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 7 have the meanings set forth in the Original Schedule 13D, as amended.
Except as otherwise set forth below, the information set forth in the Schedule 13D remains unchanged.
Item 5. Interest in Securities of the Issuer.
The
first five paragraphs of Item 5(a) and (b) of this Schedule 13D are hereby amended and restated as follows:
The percentages in this Item 5 and in
other provisions of this Schedule 13D relating to beneficial ownership of the Common Stock are based on 30,309,509 shares of Common Stock outstanding as of the close of business on October 9, 2020, as reported by Virtusa Corporation in its
definitive proxy statement filed on October 20, 2020.
The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of
this Schedule 13D are incorporated by reference.
As of 4:00 p.m., Eastern time, on November 13, 2020, the Reporting Persons beneficially owned
1,841,229 shares of Common Stock, representing approximately 6.07% of the Issuers outstanding shares of Common Stock.
As of 4:00 p.m., Eastern
time, on November 13, 2020, pursuant to the Cash Derivative Agreements (as defined and disclosed in Item 6), New Mountain Vantage Co-Invest II, L.P. has economic exposure to, in the aggregate, 261,894
shares of Common Stock, representing approximately 0.86% of the Issuers outstanding shares of Common Stock.
As of 4:00 p.m., Eastern time, on
November 13, 2020, the Reporting Persons, by ownership of shares of Common Stock and pursuant to the Cash Derivative Agreements, have combined economic exposure to, in the aggregate, 6.94% of the Issuers outstanding shares of Common
Stock.
Item 5(c) of this Schedule 13D is hereby amended to include the following:
Except as set forth in Schedule 1 attached hereto, since Amendment No. 6, the Reporting Persons have not effected any transactions in the
Common Stock.