SEC Form 4 · accession 0001209191-17-037596
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
Jun 1, 2017
Accepted (ET)
Jun 5, 2017 · 12:50 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 | Jun 1, 2017 | M | 417 | $0.00 | A | 2,525 | D | |
| Class A Common StockF2 | Jun 1, 2017 | F | 143 | $67.39 | D | 2,382 | D | |
| Class A Common StockF3 | Jun 1, 2017 | M | 129 | $0.00 | A | 2,511 | D | |
| Class A Common StockF2 | Jun 1, 2017 | F | 45 | $67.39 | D | 2,466 | D | |
| Class A Common StockF4 | Jun 1, 2017 | M | 503 | $0.00 | A | 2,969 | D | |
| Class A Common StockF2 | Jun 1, 2017 | F | 172 | $67.39 | D | 2,797 | D | |
| Class A Common StockF5 | Jun 1, 2017 | M | 1,075 | $0.00 | A | 3,872 | D | |
| Class A Common StockF2 | Jun 1, 2017 | F | 368 | $67.39 | D | 3,504 | D | |
| Class A Common StockF6 | Jun 1, 2017 | M | 98 | $0.00 | A | 3,602 | D | |
| Class A Common StockF2 | Jun 1, 2017 | F | 34 | $67.39 | D | 3,568 | 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 UnitsF7,F8 | $0.00 | Jun 1, 2017 | M | 417 | D | Jun 1, 2017 | Jun 1, 2017 | Class A Common Stock | 417 | 0 | D |
| Restricted Stock UnitsF7,F9 | $0.00 | Jun 1, 2017 | M | 129 | D | Jun 1, 2017 | Jun 1, 2017 | Class A Common Stock | 129 | 258 | D |
| Restricted Stock UnitsF7,F10 | $0.00 | Jun 1, 2017 | M | 503 | D | Jun 1, 2017 | Jun 1, 2017 | Class A Common Stock | 503 | 3,020 | D |
| Restricted Stock UnitsF7,F11 | $0.00 | Jun 1, 2017 | M | 1,075 | D | Jun 1, 2017 | Jun 1, 2017 | Class A Common Stock | 1,075 | 0 | D |
| Restricted Stock UnitsF7,F12 | $0.00 | Jun 1, 2017 | M | 98 | D | Jun 1, 2017 | Jun 1, 2017 | Class A Common Stock | 98 | 782 | 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 May 22, 2014.
- F10The restricted stock units were granted on November 30, 2015 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 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 December 1, 2018.
- F11The performance-based restricted stock units were granted on February 16, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 100% of the vested performance-based restricted stock units were issuable on June 1, 2017, provided the reporting person remained in the Company's service through such date.
- F12The restricted stock units were granted on May 17, 2016 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on September 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 June 1, 2019.
- 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 the vesting of 1/12 of the restricted stock unit award granted on December 1, 2014.
- F4Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on November 30, 2015.
- F5Represents the number of shares of Class A Common Stock received from the vesting of the performance-based restricted stock units previously granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on February 16, 2016.
- F6Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on May 17, 2016.
- F7Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F8The restricted stock units were granted on May 22, 2014 under the Cognizant Technology Solutions 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 were fully vested on June 1, 2017.
- F9The restricted stock units were granted on December 1, 2014 under the Cognizant Technology Solutions 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.