SEC Form 4 · accession 0001209191-16-153506
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
Dec 1, 2016
Accepted (ET)
Dec 5, 2016 · 7:02 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 StockF1 | Dec 1, 2016 | M | 5,492 | $0.00 | A | 335,974 | D | |
| Class A Common StockF2 | Dec 1, 2016 | F | 2,848 | $54.08 | D | 333,126 | D | |
| Class A Common StockF3 | Dec 1, 2016 | M | 4,734 | $0.00 | A | 337,860 | D | |
| Class A Common StockF2 | Dec 1, 2016 | F | 2,455 | $54.08 | D | 335,405 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | $0.00 | Dec 1, 2016 | M | 5,492 | D | Dec 1, 2016 | Dec 1, 2016 | Class A Common Stock | 5,492 | 21,970 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | Dec 1, 2016 | M | 4,734 | D | Dec 1, 2016 | Dec 1, 2016 | Class A Common Stock | 4,734 | 37,878 | D |
Explanation of responses
- F1Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on December 1, 2014.
- F2Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.
- F3Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on November 30, 2015.
- F4Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F5The restricted stock units were granted on December 1, 2014 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 1, 2017.
- F6The restricted stock units were granted on November 30, 2015 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 1, 2016, 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 1, 2018.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney