SEC Form 4 · accession 0001209191-18-003448
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
Jan 10, 2018
Accepted (ET)
Jan 12, 2018 · 4:58 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 | Jan 10, 2018 | M | 84,337 | $9.105 | A | 541,667 | D | |
| Class A Common StockF2 | Jan 10, 2018 | S | 84,337 | $74.0022 | D | 457,330 | D | |
| Class A Common Stock | Jan 11, 2018 | M | 155,663 | $9.105 | A | 612,993 | D | |
| Class A Common StockF3 | Jan 11, 2018 | S | 155,663 | $74.0553 | D | 457,330 | 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)F4 | $9.105 | Jan 10, 2018 | M | 84,337 | D | Dec 9, 2009 | Dec 9, 2018 | Class A Common Stock | 84,337 | 155,663 | D |
| Class A Common Stock Option (Right to Buy)F4 | $9.105 | Jan 11, 2018 | M | 155,663 | D | Dec 9, 2009 | Dec 9, 2018 | Class A Common Stock | 155,663 | 0 | 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 $74.00 to $74.02, 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) and (3) 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 $74.00 to $74.20, inclusive.
- F4Such 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.