SEC Form 4 · accession 0001209191-19-014716
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Francisco Dsouza
Officer — Chief Executive Officer · Director
Period of report
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 6:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001058290
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Feb 26, 2019 | A | 83,287 | A | — | — | Class A Common Stock | 83,287 | 83,287 | D |
| Restricted Stock UnitsF3,F1 | — | Feb 26, 2019 | A | 173,741 | A | — | — | Class A Common Stock | 173,741 | 173,741 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").
- F2The time-vesting restricted stock units (the "RSUs") were granted on February 26, 2019 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan. One fourth (1/4th) of the RSUs will vest and be settled and issuable to Mr. D'Souza on March 31, 2019 and 3/4ths will vest on June 30, 2019, provided with respect to each such date that Mr. D'Souza remains in the employment of the Company through such date. The shares of Common Stock underlying any RSUs vesting on June 30, 2019 shall be settled and issuable to Mr. D'Souza as follows: 1/3rd on June 30, 2019, 1/3rd on September 30, 2019 and 1/3rd on December 31, 2019.
- F3Represents the total number of performance-based restricted stock units (the "PSUs") that are eligible to vest as a result of the Company having attained certain performance milestones, as determined by the Company's Compensation Committee on February 26, 2019 based upon the Company's audited financial statements for the 2017 and 2018 fiscal years. The PSUs were granted on March 2, 2017 pursuant to the Company's 2009 Incentive Compensation Plan. In accordance with the award agreement, the PSUs were originally scheduled to vest 1/3rd on July 1, 2019 and 2/3rds on January 1, 2020. However, pursuant to a letter agreement entered into between the Company and Mr. D'Souza on February 1, 2019, subject to Mr. D'Souza's continued employment with the Company through June 30, 2019, the vesting of the PSUs will be fully accelerated and shall settle and become issuable to Mr. D'Souza on the date thereafter upon which his required release becomes effective.