SEC Form 4 · accession 0001209191-16-128464
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John E Klein
Director · Other
Period of report
Jun 15, 2016
Accepted (ET)
Jun 17, 2016 · 3:10 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 | Jun 15, 2016 | M | 20,000 | $29.18 | A | 483,775 | D | |
| Class A Common Stock | holding | — | — | — | 137,872 | I | By the John E Klein Family 2012 Irrevocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock Option (Right to Buy)F2 | $59.63 | Jun 15, 2016 | A | 6,926 | A | — | Jun 15, 2023 | Class A Common Stock | 6,926 | 6,926 | D |
| Restricted Stock UnitsF3,F4,F5 | — | Jun 15, 2016 | A | 1,760 | A | — | — | Class A Common Stock | 1,760 | 1,760 | D |
| Class A Common Stock Option (Right to Buy)F6 | $29.18 | Jun 15, 2016 | M | 20,000 | D | Jun 5, 2013 | Jun 5, 2019 | Class A Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1Such shares were acquired pursuant to a Rule 10b5-1 Sales Plan.
- F2The options vest in two equal annual installments beginning on June 15, 2017.
- F3Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F4The restricted stock units vest in three equal annual installments beginning on June 15, 2017.
- F5Vested shares will be delivered to the reporting person upon the earliest to occur of (i) a "change in control event" of the Company (ii) the Director's death or permanent disability or (iii) in three equal annual installments beginning on July 1 following the year in which the reporting person terminates employment with the Company.
- F6Such options were granted on June 5, 2012 pursuant to the Company's 2009 Incentive Compensation Plan. Such options were fully vested on June 5, 2014. The date exercisable above reflects the first anniversary date of such options.