SEC Form 4 · accession 0001209191-19-014767
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
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 6:56 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 | 110,789 | A | — | — | Class A Common Stock | 110,789 | 110,789 | D |
Explanation of responses
- F1Represents the total number of performance-based restricted stock units (the "PSUs") that are eligible to vest as a result of Cognizant Technology Solutions Corporation (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 letter agreements entered into between the Company and Mr. Mehta on June 12, 2018 and February 4, 2019, subject to Mr. Mehta's continued employment with the Company through May 1, 2019, the vesting of the PSUs will be fully accelerated and settle and become issuable on the date thereafter upon which his required release becomes effective.
- F2Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.