SEC Form 4 · accession 0001209191-17-037283
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karen McLoughlin
Officer — Chief Financial Officer
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 4:37 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 | May 31, 2017 | M | 3,590 | $0.00 | A | 41,473 | D | |
| Class A Common StockF3 | May 31, 2017 | F | 1,333 | $66.91 | D | 40,140 | 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 | May 31, 2017 | M | 3,590 | D | May 31, 2017 | May 31, 2017 | Class A Common Stock | 3,590 | 7,182 | D |
Explanation of responses
- F1Represents the number of shares of Class A Common Stock received from the vesting of 1/3 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 November 30, 2015.
- F2Includes 442 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 performance-based restricted stock units were granted on November 30, 2015 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 1/3 of the vested performance-based restricted stock units were issuable on the eighteen-month anniversary of the date of grant of such performance-based restricted stock units, provided the reporting person remained in the Company's service through such anniversary date. The remaining 2/3 of the vested performance-based restricted stock units shall be issuable on the thirty-six month anniversary of the date of grant of such performance-based restricted stock units, provided that the reporting person remains in the Company's service through such anniversary date.