SEC Form 4 · accession 0001209191-19-001140
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Srinivasan Veeraraghavachary
Officer — EVP - Chief Operating Officer
Period of report
Jan 1, 2019
Accepted (ET)
Jan 3, 2019 · 5:09 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 | 207 | $0.00 | A | 37,015 | D | |
| Class A Common StockF2 | Jan 1, 2019 | F | 59 | $63.48 | D | 36,956 | D | |
| Class A Common StockF3 | Jan 1, 2019 | M | 523 | $0.00 | A | 37,479 | D | |
| Class A Common StockF2 | Jan 1, 2019 | F | 150 | $63.48 | D | 37,329 | 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 | 207 | D | Jan 1, 2019 | Jan 1, 2019 | Class A Common Stock | 207 | 0 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | Jan 1, 2019 | M | 523 | D | Jan 1, 2019 | Jan 1, 2019 | Class A Common Stock | 523 | 3,662 | 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 December 1, 2016.
- 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 September 25, 2017.
- 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 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.
- F6The restricted stock units were granted on September 25, 2017 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and vest in quarterly installments over three years, commencing on January 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 October 1, 2020.