SEC Form 4 · accession 0001209191-18-060985
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dharmendra Kumar Sinha
Officer — President Global Client Serv.
Period of report
Dec 1, 2018
Accepted (ET)
Dec 4, 2018 · 5:36 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, 2018 | M | 393 | $0.00 | A | 25,881 | D | |
| Class A Common StockF2 | Dec 1, 2018 | F | 192 | $71.23 | D | 25,689 | D | |
| Class A Common StockF3 | Dec 1, 2018 | M | 2,316 | $0.00 | A | 28,005 | D | |
| Class A Common StockF2 | Dec 1, 2018 | F | 1,128 | $71.23 | D | 26,877 | D | |
| Class A Common StockF4 | Dec 1, 2018 | M | 753 | $0.00 | A | 27,630 | D | |
| Class A Common StockF2 | Dec 1, 2018 | F | 371 | $71.23 | D | 27,259 | D | |
| Class A Common StockF5 | Dec 1, 2018 | M | 1,965 | $0.00 | A | 29,224 | D | |
| Class A Common StockF2 | Dec 1, 2018 | F | 957 | $71.23 | D | 28,267 | 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, 2018 | M | 393 | D | Dec 1, 2018 | Dec 1, 2018 | Class A Common Stock | 393 | 393 | D |
| Restricted Stock UnitsF6,F8 | $0.00 | Dec 1, 2018 | M | 2,316 | D | Dec 1, 2018 | Dec 1, 2018 | Class A Common Stock | 2,316 | 9,264 | D |
| Restricted Stock UnitsF6,F9 | $0.00 | Dec 1, 2018 | M | 753 | D | Dec 1, 2018 | Dec 1, 2018 | Class A Common Stock | 753 | 6,780 | D |
| Restricted Stock UnitsF6,F10 | $0.00 | Dec 1, 2018 | M | 1,965 | D | Dec 1, 2018 | Dec 1, 2018 | Class A Common Stock | 1,965 | 0 | D |
Explanation of responses
- F1Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the restricted stock unit award granted on February 16, 2016.
- F10The 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, 1/2 of the vested performance-based restricted stock units were vested and issuable on June 1, 2017, provided the reporting person remained in the Company's service through such date. The remaining 1/2 of the vested performance-based restricted stock units were vested and issuable on December 1, 2018, provided that the reporting person remained in the Company's service through such 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 December 1, 2016.
- F4Shares of the Company's Class A Common Stock received from the vesting of 1/12th of the restricted stock unit award granted on February 26, 2018.
- F5Represents the number of shares of Class A Common Stock received from the vesting of 1/2 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.
- F6Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F7The restricted stock units were granted on February 16, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on June 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 March 1, 2019.
- F8The restricted stock units were granted on December 1, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 1, 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 December 1, 2019.
- F9The restricted stock units were granted on February 26, 2018 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and 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 so that the stock units will be fully vested on the twelfth quarterly vesting date. The stock units will be fully vested on March 1, 2021.