SEC Form 4 · accession 0001209191-16-153731
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean Middleton
Officer — Pres - Cognizant Accelerator
Period of report
Dec 3, 2016
Accepted (ET)
Dec 6, 2016 · 5:56 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 | 643 | $0.00 | A | 6,685 | D | |
| Class A Common StockF2 | Dec 3, 2016 | F | 221 | $54.02 | D | 6,464 | D | |
| Class A Common StockF3 | Dec 3, 2016 | M | 454 | $0.00 | A | 6,918 | D | |
| Class A Common StockF2 | Dec 3, 2016 | F | 156 | $54.02 | D | 6,762 | 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 UnitsF4,F5 | $0.00 | Dec 3, 2016 | M | 643 | D | Dec 3, 2016 | Dec 3, 2016 | Class A Common Stock | 643 | 0 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | Dec 3, 2016 | M | 454 | D | Dec 3, 2016 | Dec 3, 2016 | Class A Common Stock | 454 | 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.
- F3Represents 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 May 22, 2014.
- F4Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F5The 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.
- F6The performance-based restricted stock units were granted on May 22, 2014 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.