SEC Form 4 · accession 0001209191-18-041032
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
Jul 1, 2018
Accepted (ET)
Jul 3, 2018 · 4:19 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 | Jul 1, 2018 | M | 9,104 | $0.00 | A | 26,381 | D | |
| Class A Common StockF2 | Jul 1, 2018 | F | 4,409 | $78.99 | D | 21,972 | 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 UnitsF3,F4 | $0.00 | Jul 1, 2018 | M | 9,104 | D | Jul 1, 2018 | Jul 1, 2018 | Class A Common Stock | 9,104 | 18,210 | D |
Explanation of responses
- F1Represents the number of shares of the Company's 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 February 16, 2016.
- F2Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.
- F3Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F4The performance-based restricted stock units (the "PSUs") were granted on February 16, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the PSU award agreement, 1/3 of the vested PSUs were issuable on July 1, 2018, provided the reporting person remained in the Company's service through such date. The remaining 2/3 of the vested PSUs shall be issued on January 1, 2019, provided that the reporting person remains in the Company's service through such date.