SEC Form 4 · accession 0001209191-17-063842
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Malcolm Frank
Officer — Exec. VP, Strategy & Marketing
Period of report
Dec 1, 2017
Accepted (ET)
Dec 5, 2017 · 3:50 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 StockF1 | Dec 1, 2017 | M | 25,110 | $0.00 | A | 35,983 | D | |
| Class A Common StockF2 | Dec 1, 2017 | F | 12,873 | $71.36 | D | 23,110 | D | |
| Class A Common StockF3 | Dec 1, 2017 | M | 1,376 | $0.00 | A | 24,486 | D | |
| Class A Common StockF2 | Dec 1, 2017 | F | 706 | $71.36 | D | 23,780 | D | |
| Class A Common StockF4 | Dec 1, 2017 | M | 1,186 | $0.00 | A | 24,966 | D | |
| Class A Common StockF2 | Dec 1, 2017 | F | 608 | $71.36 | D | 24,358 | D | |
| Class A Common StockF5 | Dec 2, 2017 | M | 1,309 | $0.00 | A | 25,667 | D | |
| Class A Common StockF2 | Dec 2, 2017 | F | 672 | $71.36 | D | 24,995 | 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 UnitsF6,F7 | $0.00 | Dec 1, 2017 | M | 25,110 | D | Dec 1, 2017 | Dec 1, 2017 | Class A Common Stock | 25,110 | 0 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Dec 1, 2017 | M | 1,376 | D | Dec 1, 2017 | Dec 1, 2017 | Class A Common Stock | 1,376 | 0 | D |
| Restricted Stock UnitsF6,F9 | $0.00 | Dec 1, 2017 | M | 1,186 | D | Dec 1, 2017 | Dec 1, 2017 | Class A Common Stock | 1,186 | 4,743 | D |
| Restricted Stock UnitsF6,F10 | $0.00 | Dec 2, 2017 | M | 1,309 | D | Dec 2, 2017 | Dec 2, 2017 | Class A Common Stock | 1,309 | 11,782 | D |
Explanation of responses
- F1Represents the number of shares of Class A Common Stock received from the vesting of 2/3 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 December 1, 2014.
- F10The restricted stock units were granted on March 2, 2017 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on June 2, 2017, 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 March 2, 2020.
- 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.
- F5Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on March 2, 2017.
- F6Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F7The performance-based restricted stock units were granted on December 1, 2014 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 June 1, 2016, 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 were issuable on December 1, 2017, provided that the reporting person remained in the Company's service through such anniversary date.
- F8The restricted stock units were granted on December 1, 2014 under the Cognizant Technology Solutions Corporation 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 would be fully vested on the twelfth quarterly vesting date. The stock units were fully vested on December 1, 2017.
- F9The restricted stock units were granted on November 30, 2015 under the Cognizant Technology Solutions Corporation 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.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney