SEC Form 4 · accession 0001209191-19-001129
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
Jan 1, 2019
Accepted (ET)
Jan 3, 2019 · 5:07 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 | Jan 1, 2019 | M | 7,088 | $0.00 | A | 36,528 | D | |
| Class A Common StockF2 | Jan 1, 2019 | F | 2,480 | $63.48 | D | 34,048 | D | |
| Class A Common StockF3 | Jan 1, 2019 | M | 311 | $0.00 | A | 34,359 | D | |
| Class A Common StockF2 | Jan 1, 2019 | F | 104 | $63.48 | D | 34,255 | 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 UnitsF4,F5 | $0.00 | Jan 1, 2019 | M | 7,088 | D | Jan 1, 2019 | Jan 1, 2019 | Class A Common Stock | 7,088 | 0 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | Jan 1, 2019 | M | 311 | D | Jan 1, 2019 | Jan 1, 2019 | Class A Common Stock | 311 | 0 | 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 ("PSU") award 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.
- F3Represents the number of shares of the Company's Class A Common Stock received from the vesting of 2/3rds of the PSU award granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on December 1, 2016.
- F4Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F5The PSUs were granted on February 16, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the PSU award agreement, 1/3rd of the PSUs were vested and issuable on July 1, 2018, provided that the reporting person remained in the Company's service through such date. The remaining 2/3rds of the PSUs were vested and issuable on January 1, 2019, provided that the reporting person remained in the Company's service through such date.
- F6The PSUs were granted on December 1, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the PSU award agreement, 1/3rd of the PSUs were vested and issuable on July 1, 2018, provided that the reporting person remained in the Company's service through such date. The remaining 2/3rds of the PSUs were vested and issuable on January 1, 2019, provided that the reporting person remained in the Company's service through such date.