SEC Form 4 · accession 0001209191-16-153728
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Patrick Lennox
Officer — EVP - Chief People Officer
Period of report
Dec 3, 2016
Accepted (ET)
Dec 6, 2016 · 5:49 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 | 2,570 | $0.00 | A | 13,339 | D | |
| Class A Common StockF2 | Dec 3, 2016 | F | 958 | $54.02 | D | 12,381 | D | |
| Class A Common StockF4,F3 | Dec 5, 2016 | S | 690 | $54.6696 | D | 11,691 | 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 UnitsF5,F6 | $0.00 | Dec 3, 2016 | M | 2,570 | D | Dec 3, 2016 | Dec 3, 2016 | Class A Common Stock | 2,570 | 0 | D |
Explanation of responses
- F1Represents the number of shares of Class A Common Stock received from the vesting of 1/2 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.
- F2Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.
- F3Such shares were sold pursuant to a Rule 10b5-1 Sales Plan
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.07 to $54.86. 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.
- F5Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F6The 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, 1/2 of the vested performance-based restricted stock units were issued on June 3, 2015. The remaining 1/2 of the vested performance-based restricted stock units were issuable on December 3, 2016, provided that the reporting person remained in the Company's service through such anniversary date.