SEC Form 4 · accession 0001209191-17-025148
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
Apr 1, 2017
Accepted (ET)
Apr 4, 2017 · 5:30 pm EDT
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,F2 | Apr 1, 2017 | M | 52 | $0.00 | A | 7,830 | D | |
| Class A Common StockF3 | Apr 1, 2017 | F | 18 | $59.52 | D | 7,812 | 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 | Apr 1, 2017 | M | 52 | D | Apr 1, 2017 | Apr 1, 2017 | Class A Common Stock | 52 | 311 | 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 September 14, 2015.
- F2Includes 217 shares acquired under the Company's 2004 Employee Stock Purchase Plan, as amended, on March 31, 2017.
- F3Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.
- F4Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F5The restricted stock units were granted on September 14, 2015 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on January 1, 2016, 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 October 1, 2018.