Statement of Changes in Beneficial Ownership (4)

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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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 * Holler Thomas R	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) EVP and CSO
(Last)          (First)          (Middle) C/O VIRTUSA CORPORATION, 132 TURNPIKE ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 3/2/2020
(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	3/2/2020		F(1)		12626 (1)	D	$44.62	70117	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

Explanation of Responses:

(1)

On 8/10/2017, the reporting person was granted a performance-based restricted stock unit award under the Company's 2015 Stock Option and Incentive Plan, which awards vest only upon the Company's achievement of two weighted performance metrics: revenue (50%) and non-GAAP operating income targets (50%) for fiscal year ending 3/31/2018 ("FY18"). Based on the Company's achievement of i) revenue of $1,020.67 million and ii) non-GAAP operating income of $87.08 million for FY18, 185.54% of the target shares were earned, of which 33% vested on 9/1/2018 and 67% vest on 3/1/2020, based on continued service of the reporting person. On 3/2/2020, the Company withheld the number of shares listed above equal to the reporting person's tax liability thereon.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Holler Thomas R C/O VIRTUSA CORPORATION 132 TURNPIKE ROAD SOUTHBOROUGH, MA 01772			EVP and CSO

Signatures
/s/ Paul D. Tutun, Attorney in Fact		3/4/2020
**Signature of Reporting Person		Date