COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2012

Jun 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2012-06-01

Reporting Person: DSOUZA FRANCISCO (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-01	Class A Common Stock	M	4166	$0.00	Acquired	222048	Direct
2012-06-01	Class A Common Stock	F	1931	$56.90	Disposed	220117	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-01	Restricted Stock Units	$0.00	M	4166	Disposed	2012-06-01	Class A Common Stock (4166)	Direct

Footnotes

F1: Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on December 1, 2009.

F2: Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.

F3: Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F4: The restricted stock units were granted on December 1, 2009 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, with 1/12th of the restricted stock units vesting on each quarterly vesting date so that the restricted stock units will be fully vested on the twelfth quarterly vesting date, December 1, 2012.

F5: Excludes previously granted restricted stock units for an aggregate of 256,916 shares of Class A Common Stock, which have different vesting schedules.