SEC Form SC 13D/A filed

---

---

---

---

---

---

---

---

---

---

---

---

---

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on September 9, 2020 (the “Original Schedule 13D”) with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Virtusa Corporation (“Issuer”).

Except as specifically amended and supplemented by this Amendment, the Original Schedule 13D remains in full force and effect.  Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Original Schedule 13D.  This Amendment constitutes an exit filing of the Reporting Persons, in respect of the interest in Common Stock that the Reporting Persons reported in the Original Schedule 13D.

On February 11, 2021, the transactions contemplated by the Merger Agreement, including the Merger, were consummated.  Pursuant to the Merger, Sub merged with and into Issuer, with Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the Issuer or the Reporting Persons, the Namu Shares were cancelled and converted into the right to receive the Merger Consideration.

At the Effective Time, the Voting Agreement was terminated pursuant to its terms.  As a result, effective as of the Effective Time, to the extent the terms of the Voting Agreement may have resulted in any Reporting Person being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act (“Rule 13d-3”) to have shared voting power with respect to (and therefore beneficially own) the Supporting Shares, the Reporting Person is no longer deemed for purposes of Rule 13d-3 to beneficially own the Supporting Shares.

Item 5 is hereby amended and restated in its entirety as follows:

(a) and (b). The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Statement on Schedule 13D, and the information set forth or incorporated in Item  4 is incorporated by reference in its entirety into this Item 5.

Namu Shares:

Pursuant to the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Issuer or the Reporting Persons, the Namu Shares were cancelled and converted into the right to receive the Merger Consideration.  As a result, as of the Effective Time, no Reporting Person beneficially owns the Namu Shares, including for purposes of Rule 13d-3.

Supporting Shares:

To the extent the terms of the Voting Agreement may have resulted in any Reporting Person being deemed, for the purpose of Rule 13d-3, to have shared voting power with respect to (and therefore beneficially own) the Supporting Shares, such Reporting Person, as a result of the consummation of the Merger and the termination of the  Voting Agreement, is no longer deemed for purposes of Rule 13d-3 to beneficially own the Supporting Shares.

(c) Except as set forth in this Amendment with reference to the Merger Agreement and the Voting Agreement, no Reporting Person has effected any transaction in Common Stock during the past 60 days.

Item 6 is hereby amended and supplemented by adding the following to the end thereof:

The information set forth in Item 4 of this Amendment is incorporated by reference herein.

---

---