SEC Form 4 · accession 0001209191-17-017272
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Telesmanic
Officer — SVP, Cont. & Chief Acct. Offc.
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 3:02 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 | Mar 1, 2017 | M | 187 | $0.00 | A | 14,061 | D | |
| Class A Common StockF2 | Mar 1, 2017 | F | 80 | $60.25 | D | 13,981 | D | |
| Class A Common StockF3 | Mar 1, 2017 | M | 1,567 | $0.00 | A | 15,548 | D | |
| Class A Common StockF2 | Mar 1, 2017 | F | 580 | $60.25 | D | 14,968 | D | |
| Class A Common StockF4 | holding | — | — | — | 800 | I | By Parent's Estate |
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 | Mar 1, 2017 | M | 187 | D | Mar 1, 2017 | Mar 1, 2017 | Class A Common Stock | 187 | 188 | D |
| Restricted Stock UnitsF5,F7 | $0.00 | Mar 1, 2017 | M | 1,567 | D | Mar 1, 2017 | Mar 1, 2017 | Class A Common Stock | 1,567 | 4,700 | D |
Explanation of responses
- F1Shares of the Company's Class A Common Stock received from vesting 1/12 of the restricted stock unit award granted on May 22, 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 vesting 1/12 of the restricted stock unit award granted on December 1, 2014.
- F4The reporting person has been the Appointed Fiduciary of the estate since May 2015. Except to the extent of his pecuniary interest, the reporting person disclaims beneficial ownership of the securities held by the estate.
- F5Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F6The restricted stock units were granted on May 22, 2014 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on September 1, 2014, 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 June 1, 2017.
- F7The 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, commencing on March 1, 2015, 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.