SEC Form 4 · accession 0001209191-17-062301
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Francisco Dsouza
Officer — Chief Executive Officer · Director
Period of report
Nov 20, 2017
Accepted (ET)
Nov 22, 2017 · 2:16 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 Stock | Nov 20, 2017 | M | 217,606 | $9.105 | A | 621,643 | D | |
| Class A Common StockF2 | Nov 20, 2017 | S | 217,606 | $72.0742 | D | 404,037 | D | |
| Class A Common Stock | Nov 20, 2017 | G | 755 | $0.00 | D | 403,282 | D | |
| Class A Common StockF3 | Nov 20, 2017 | S | 234,100 | $71.9577 | D | 7,900 | I | By The D'Souza Family 2012 Trust |
| Class A Common StockF4 | Nov 20, 2017 | S | 7,900 | $72.8232 | D | 0 | I | By The D'Souza Family 2012 Trust |
| Class A Common Stock | Nov 21, 2017 | M | 22,394 | $9.105 | A | 425,676 | D | |
| Class A Common StockF5 | Nov 21, 2017 | S | 22,394 | $72.2172 | D | 403,282 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock Option (Right to Buy)F6 | $9.105 | Nov 20, 2017 | M | 217,606 | D | Dec 9, 2009 | Dec 9, 2018 | Class A Common Stock | 217,606 | 262,394 | D |
| Class A Common Stock Option (Right to Buy)F6 | $9.105 | Nov 21, 2017 | M | 22,394 | D | Dec 9, 2009 | Dec 9, 2018 | Class A Common Stock | 22,394 | 240,000 | 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 $72.00 to $72.91, inclusive. 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 ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.58 to $72.57, inclusive.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.59 to $72.91, inclusive.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.46, inclusive.
- F6Such options were granted on December 9, 2008 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan, as amended. Such options were 100% vested on December 9, 2012. The Date Exercisable above reflects the first anniversary date of such options.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney