SEC Form 4 · accession 0001209191-19-016567
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Malcolm Frank
Officer — Exec. VP, Strategy & Marketing
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 4:40 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,F2 | Mar 1, 2019 | M | 1,004 | — | A | 27,293 | D | |
| Class A Common StockF3 | Mar 1, 2019 | F | 509 | $72.13 | D | 26,784 | D | |
| Class A Common StockF4,F2 | Mar 2, 2019 | M | 1,309 | — | A | 28,093 | D | |
| Class A Common StockF3 | Mar 2, 2019 | F | 657 | $72.13 | D | 27,436 | 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 UnitsF2,F5 | — | Mar 1, 2019 | M | 1,004 | D | — | — | Class A Common Stock | 1,004 | 8,035 | D |
| Restricted Stock UnitsF2,F6 | — | Mar 2, 2019 | M | 1,309 | D | — | — | Class A Common Stock | 1,309 | 5,237 | 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 26, 2018.
- F2Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F3Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.
- F4Shares of the Company's Class A Common Stock received from the vesting of 1/12th of the restricted stock unit award granted on March 2, 2017.
- F5The 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.
- F6The restricted stock units were granted on March 2, 2017 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on June 2, 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 March 2, 2020.