Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-19-041843
Date:2019-07-09
Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
Original Submission Date:

Reporting Person:

DSOUZA FRANCISCO
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
500 FRANK W. BURR BLVD. TEANECK, NJ 07666

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-07-09 M 15,682 a $0.00 484,998 direct
CLASS A COMMON STOCK 2019-07-09 F 7,827 d $64.38 477,171 direct
CLASS A COMMON STOCK 2019-07-09 M 28,123 a $0.00 505,294 direct
CLASS A COMMON STOCK 2019-07-09 F 14,175 d $64.38 491,119 direct
CLASS A COMMON STOCK 2019-07-09 M 173,741 a $0.00 664,860 direct
CLASS A COMMON STOCK 2019-07-09 F 86,694 d $64.38 578,166 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2019-07-09 deemed execution date M 15,682 (d) class a common stock 15,682 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2019-07-09 deemed execution date M 28,123 (d) class a common stock 28,123 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2019-07-09 deemed execution date M 173,741 (d) class a common stock 173,741 $0.00 0 direct
Footnotes
IDfootnote
f1 shares of class a common stock of cognizant technology solutions corporation (the "company") received from the vesting of the restricted stock unit (the "rsu") award granted on march 2, 2017.
f2 each rsu represents a contingent right to receive one share of the company's class a common stock.
f3 represents the number of shares of the company's class a common stock withheld to pay applicable taxes.
f4 shares of the company's class a common stock received from the vesting of the rsu award granted on february 26, 2018.
f5 represents the number of shares of the company's class a common stock received from the vesting 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 march 2, 2017.
f6 the rsus were granted on march 2, 2017 under the cognizant technology solutions corporation 2009 incentive compensation plan and were originally scheduled to vest in quarterly installments over three years, commencing on june 2, 2017, with 1/12th of the rsus vesting on each quarterly vesting date so that the rsus would be fully vested on march 2, 2020. however, pursuant to the letter agreement entered into between the company and mr. d'souza on february 1, 2019, and the satisfaction of the conditions contained therein, the vesting of the rsus was accelerated and the shares became issuable to mr. d'souza on july 9, 2019.
f7 the rsus were granted on february 26, 2018 under the cognizant technology solutions corporation 2017 incentive award plan and were originally scheduled to vest in quarterly installments over three years, commencing on june 1, 2018, with 1/12th of the rsus vesting on each quarterly vesting date so that the rsus would be fully vested on march 1, 2021. however, pursuant to the letter agreement entered into between the company and mr. d'souza on february 1, 2019, and the satisfaction of the conditions contained therein, the vesting of the rsus was accelerated and the shares became issuable to mr. d'sousa on july 9, 2019.
f8 the psus were granted on march 2, 2017 under the cognizant technology solutions corporation 2009 incentive compensation plan and were originally scheduled to vest 1/3rd on july 1, 2019 and 2/3rds on january 1, 2020. however, pursuant to the letter agreement entered into between the company and mr. d'souza on february 1, 2019, and the satisfaction of the conditions contained therein, the vesting of the psus was accelerated and the shares became issuable to mr. d'souza on july 9, 2019.
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