SEC Form 4 · accession 0001209191-18-060977
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rajeev Mehta
Officer — President
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 5:32 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 | Nov 30, 2018 | M | 13,723 | $0.00 | A | 24,966 | D | |
| Class A Common StockF2 | Nov 30, 2018 | F | 5,254 | $71.23 | D | 19,712 | D | |
| Class A Common StockF3 | Dec 1, 2018 | M | 2,418 | $0.00 | A | 22,130 | D | |
| Class A Common StockF2 | Dec 1, 2018 | F | 926 | $71.23 | D | 21,204 | D | |
| Class A Common StockF4 | Dec 1, 2018 | M | 2,310 | $0.00 | A | 23,514 | D | |
| Class A Common StockF2 | Dec 1, 2018 | F | 898 | $71.23 | D | 22,616 | D | |
| Class A Common StockF5 | Dec 2, 2018 | M | 3,525 | $0.00 | A | 26,141 | D | |
| Class A Common StockF2 | Dec 2, 2018 | F | 1,350 | $71.23 | D | 24,791 | D | |
| Class A Common Stock | holding | — | — | — | 28,663 | I | By Rajeev Mehta 2012 Irrevocable Trust | |
| Class A Common Stock | holding | — | — | — | 1,860 | I | By Ruchita Mehta 2012 Irrevocable Trust |
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 | Nov 30, 2018 | M | 13,723 | D | Nov 30, 2018 | Nov 30, 2018 | Class A Common Stock | 13,723 | 0 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Dec 1, 2018 | M | 2,418 | D | Dec 1, 2018 | Dec 1, 2018 | Class A Common Stock | 2,418 | 0 | D |
| Restricted Stock UnitsF6,F9 | $0.00 | Dec 1, 2018 | M | 2,310 | D | Dec 1, 2018 | Dec 1, 2018 | Class A Common Stock | 2,310 | 20,790 | D |
| Restricted Stock UnitsF6,F10 | $0.00 | Dec 2, 2018 | M | 3,525 | D | Dec 2, 2018 | Dec 2, 2018 | Class A Common Stock | 3,525 | 17,627 | D |
Explanation of responses
- F1Represents the number of shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 2/3rds of the performance-based restricted stock unit award granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on November 30, 2015.
- F10The restricted stock units were granted on March 2, 2017 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and were originally scheduled to 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. However, pursuant to a letter agreement entered into between the Company and Mr. Mehta on June 12, 2018, the vesting of the restricted stock units will be fully accelerated as of May 1, 2019, subject to Mr. Mehta's continued employment with the Company through this date.
- 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 1/12th of the restricted stock unit award granted on November 30, 2015.
- F4Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on February 26, 2018.
- F5Shares of the Company's Class A Common Stock received from the vesting of 1/12th 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 November 30, 2015 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award agreement, 1/3rd of the performance-based restricted stock units were vested and issuable on May 31, 2017, provided the reporting person remained in the Company's service through such date. The remaining 2/3rds of the performance-based restricted stock units were vested and issuable on November 30, 2018, provided that the reporting person remained in the Company's service through such date.
- F8The restricted stock units were granted on November 30, 2015 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vested 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 would be fully vested on the twelfth quarterly vesting date. The stock units were fully vested on December 1, 2018.
- F9The restricted stock units were granted on February 26, 2018 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and were originally scheduled to vest in quarterly installments over three years, commencing on June 1, 2018, with 1/12th of the stock units vesting on each quarterly vesting date. However, pursuant to a letter agreement entered into between the Company and Mr. Mehta on June 12, 2018, the vesting of the restricted stock units will be fully accelerated as of May 1, 2019, subject to Mr. Mehta's continued employment with the Company through this date.