SEC Form 4 · accession 0001209191-16-134191
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Francisco Dsouza
Officer — Chief Executive Officer · Director
Period of report
Jul 25, 2016
Accepted (ET)
Jul 27, 2016 · 6:56 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 Stock | Jul 25, 2016 | M | 100,000 | $16.85 | A | 422,602 | D | |
| Class A Common StockF2,F1 | Jul 25, 2016 | S | 100,000 | $58.14 | D | 322,602 | D | |
| Class A Common Stock | Jul 26, 2016 | M | 100,000 | $16.85 | A | 422,602 | D | |
| Class A Common StockF3,F1 | Jul 26, 2016 | S | 100,000 | $58.573 | D | 322,602 | D | |
| Class A Common Stock | Jul 27, 2016 | M | 100,000 | $16.85 | A | 422,602 | D | |
| Class A Common StockF4,F1 | Jul 27, 2016 | S | 100,000 | $58.2348 | D | 322,602 | D | |
| Class A Common Stock | holding | — | — | — | 242,000 | I | By The D'Souza Family 2012 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)F5 | $16.85 | Jul 25, 2016 | M | 100,000 | D | Aug 7, 2007 | Aug 7, 2016 | Class A Common Stock | 100,000 | 400,000 | D |
| Class A Common Stock Option (Right to Buy)F5 | $16.85 | Jul 26, 2016 | M | 100,000 | D | Aug 7, 2007 | Aug 7, 2016 | Class A Common Stock | 100,000 | 300,000 | D |
| Class A Common Stock Option (Right to Buy)F5 | $16.85 | Jul 27, 2016 | M | 100,000 | D | Aug 7, 2007 | Aug 7, 2016 | Class A Common Stock | 100,000 | 200,000 | D |
Explanation of responses
- F1Such shares were sold pursuant to a Rule 10b5-1 Sales Plan.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.90 to $58.38. 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 $58.335 to $58.90. 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.96 to $58.55. 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.
- F5Such options were granted on August 7, 2006 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan, as amended. Such options were 100% vested on August 7, 2010. The Date Exercisable above reflects the first anniversary date of such options.