SEC Form 4 · accession 0001209191-17-018195
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Allen Shaheen
Officer — EVP Corporate Development
Period of report
Mar 2, 2017
Accepted (ET)
Mar 6, 2017 · 1:46 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 StockF2,F1 | Mar 3, 2017 | S | 2,305 | $59.8585 | D | 0 | 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 UnitsF3,F4 | — | Mar 2, 2017 | A | 2,731 | A | — | — | Class A Common Stock | 2,731 | 2,731 | D |
Explanation of responses
- F1Such shares were sold pursuant to a Rule 10b5-1 Sales Plan.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.84 to $59.87. 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.
- F3Represents the total number of performance-based restricted stock units which vested based upon attainment by the Company of certain performance milestones, as determined by the Company's compensation committee on March 2, 2017 based upon the audited financials for the 2016 fiscal year. The performance-based restricted stock units were granted on February 16, 2016 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, the vested performance-based restricted stock units shall be issued on June 1, 2017, provided the reporting person remains in the Company's service through such date. (Continued in the next footnote.)
- F4(Continued from the previous footnote.) Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. The reporting person will disclose the receipt of shares of the Company's Class A Common Stock underlying the performance-based restricted stock units on Table I of Form 4, if and when such reporting person satisfies the aforementioned service-based conditions.