SEC Form 4 · accession 0001209191-16-153720
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, 2016
Accepted (ET)
Dec 6, 2016 · 5:42 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 3, 2016 | M | 1,205 | $0.00 | A | 4,520 | D | |
| Class A Common StockF2 | Dec 3, 2016 | F | 622 | $54.02 | D | 3,898 | D | |
| Class A Common StockF3 | Dec 3, 2015 | M | 15,422 | $0.00 | A | 19,320 | D | |
| Class A Common StockF2 | Dec 3, 2015 | F | 7,954 | $54.02 | D | 11,366 | D | |
| Class A Common StockF5,F4 | Dec 5, 2016 | S | 666 | $54.6708 | D | 10,700 | 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 UnitsF6,F7 | $0.00 | Dec 3, 2016 | M | 1,205 | D | Dec 3, 2016 | Dec 3, 2016 | Class A Common Stock | 1,205 | 0 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Dec 3, 2016 | M | 15,422 | D | Dec 3, 2016 | Dec 3, 2016 | Class A Common Stock | 15,422 | 0 | 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 3, 2013.
- F2Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.
- F3Represents 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, 2013.
- F4Such shares were sold pursuant to a Rule 10b5-1 Sales Plan.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.04 to $54.92. 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.
- F6Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F7The 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 were fully vested on December 3, 2016.
- F8The performance-based restricted stock units were granted on December 3, 2013 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 issued on the eighteen-month anniversary of the date of grant of such performance-based restricted stock units. 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.