SEC Form 4 · accession 0001209191-16-121894
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sridhar Thiruvengadam
Officer — Chief Operating Officer
Period of report
Sep 16, 2013
Accepted (ET)
May 19, 2016 · 7:46 pm EDT
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 StockF1 | May 18, 2016 | S | 9,698 | $61.436 | D | 46,591 | D | |
| Class A Common StockF2,F3 | Sep 16, 2013 | A | 1,200 | $0.00 | A | 1,200 | I | By sibling |
| Class A Common StockF3 | Dec 16, 2013 | F | 32 | $47.16 | D | 1,168 | I | By sibling |
| Class A Common StockF3 | Mar 16, 2014 | F | 31 | $50.25 | D | 1,137 | I | By sibling |
| Class A Common StockF3 | Jun 16, 2014 | F | 31 | $47.29 | D | 1,106 | I | By sibling |
| Class A Common StockF3 | Sep 16, 2014 | F | 31 | $44.72 | D | 1,075 | I | By sibling |
| Class A Common StockF3 | Dec 16, 2014 | F | 31 | $50.80 | D | 1,044 | I | By sibling |
| Class A Common StockF3 | Mar 16, 2015 | F | 31 | $61.84 | D | 1,013 | I | By sibling |
| Class A Common StockF3 | Jun 16, 2015 | F | 31 | $62.79 | D | 982 | I | By sibling |
| Class A Common StockF3 | Sep 16, 2015 | F | 31 | $63.27 | D | 951 | I | By sibling |
| Class A Common StockF3 | Dec 16, 2015 | F | 31 | $61.66 | D | 920 | I | By sibling |
| Class A Common StockF3 | Mar 16, 2016 | F | 31 | $58.30 | D | 889 | I | By sibling |
| Class A Common StockF3 | May 17, 2016 | M | 3,200 | $22.46 | A | 4,089 | I | By sibling |
| Class A Common StockF4,F3 | May 17, 2016 | S | 3,200 | $61.921 | D | 889 | I | By sibling |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3,F5 | $22.46 | May 17, 2016 | M | 3,200 | D | — | Mar 13, 2017 | Class A Common Stock | 3,200 | 0 | I |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.42 to $61.47, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 ranges set forth in this footnote.
- F2Represents 1,200 restricted stock units granted to the reporting person's sibling. The restricted stock units were granted 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 September 16, 2016.
- F3The reporting person disclaims beneficial ownership of the securities held by the reporting person's sibling.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.92 to $61.93, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 ranges set forth in this footnote.
- F5Such options were fully vested on March 14, 2011.