SEC Form 4 · accession 0001209191-15-083659
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Malcolm Frank
Officer — Exec. VP, Strategy & Marketing
Period of report
Dec 3, 2015
Accepted (ET)
Dec 7, 2015 · 12:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001058290
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F1 | Dec 3, 2015 | S | 366 | $62.575 | D | 300 | D | |
| Class A Common StockF3,F1 | Dec 3, 2015 | S | 300 | $63.57 | D | 0 | D | |
| Class A Common StockF4 | Dec 3, 2015 | M | 1,639 | $0.00 | A | 1,639 | D | |
| Class A Common StockF5 | Dec 3, 2015 | F | 846 | $61.67 | D | 793 | D | |
| Class A Common StockF6 | Dec 3, 2015 | M | 1,205 | $0.00 | A | 1,998 | D | |
| Class A Common StockF5 | Dec 3, 2015 | F | 622 | $61.67 | D | 1,376 | D | |
| Class A Common StockF7 | Dec 3, 2015 | M | 32,609 | $0.00 | A | 33,985 | D | |
| Class A Common StockF5 | Dec 3, 2015 | F | 16,817 | $61.67 | D | 17,168 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF8,F9 | $0.00 | Dec 3, 2015 | M | 1,639 | D | Dec 3, 2015 | Dec 3, 2015 | Class A Common Stock | 1,639 | 0 | D |
| Restricted Stock UnitsF8,F10 | $0.00 | Dec 3, 2015 | M | 1,205 | D | Dec 3, 2015 | Dec 3, 2015 | Class A Common Stock | 1,205 | 4,820 | D |
| Restricted Stock UnitsF8,F11 | $0.00 | Dec 3, 2015 | M | 32,609 | D | Dec 3, 2015 | Dec 3, 2015 | Class A Common Stock | 32,609 | 0 | D |
Explanation of responses
- F1Such shares were sold pursuant to a Rule 10b5-1 Sales Plan.
- F10The restricted stock units were granted on December 3, 2013 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units will be fully vested on the twelfth quarterly vesting date. The stock units will be fully vested on December 3, 2016.
- F11The performance-based restricted stock units were granted on December 3, 2012 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 1/3 of the vested performance-based restricted stock units were issuable on the eighteen-month anniversary of the date of grant of such performance-based restricted stock units, provided the reporting person remained in the Company's service through such anniversary date. The remaining 2/3 of the vested performance-based restricted stock units were issuable on the thirty-six month anniversary of the date of grant of such performance-based restricted stock units, provided that the reporting person remained in the Company's service through such anniversary date.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.25 to $63.10. The reporting person undertakes to provide to Cognizant Technology Solutions Corporation, any security holder of Cognizant Technology Solutions Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.30 to $64.10. The reporting person undertakes to provide to Cognizant Technology Solutions Corporation, any security holder of Cognizant Technology Solutions Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
- F4Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on December 3, 2012.
- F5Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.
- F6Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on December 3, 2013.
- F7Represents the number of shares of Class A Common Stock received from the vesting of 2/3 of the vested performance-based restricted stock units previously granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on December 3, 2012.
- F8Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F9The restricted stock units were granted on December 3, 2012 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units will be fully vested on the twelfth quarterly vesting date. The stock units were fully vested on December 3, 2015.