COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2013

Mar 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2013-02-28

Reporting Person: Schwartz Steven (Sr VP, General Counsel & Secr.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Class A Common Stock	M	503	$0.00	Acquired	34023	Direct
2013-02-28	Class A Common Stock	F	177	$76.77	Disposed	33846	Direct
2013-02-28	Class A Common Stock	M	480	$0.00	Acquired	34326	Direct
2013-02-28	Class A Common Stock	F	190	$76.77	Disposed	34136	Direct
2013-03-03	Class A Common Stock	M	420	$0.00	Acquired	34556	Direct
2013-03-03	Class A Common Stock	F	140	$77.94	Disposed	34416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	Restricted Stock Units	$0.00	M	503	Disposed	2013-02-28	Class A Common Stock (503)	Direct
2013-02-28	Restricted Stock Units	$0.00	M	480	Disposed	2013-02-28	Class A Common Stock (480)	Direct
2013-03-03	Restricted Stock Units	$0.00	M	420	Disposed	2013-03-03	Class A Common Stock (420)	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 November 28, 2011.

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: Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on November 30, 2010.

F4: 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 3, 2012.

F5: Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F6: The restricted stock units were granted on November 28, 2011 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, 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 November 28, 2014.

F7: Excludes previously granted restricted stock units for an aggregate of 23,912 shares of Class A Common Stock, which have different vesting schedules.

F8: The restricted stock units were granted on November 30, 2010 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, November 30, 2013.

F9: Excludes previously granted restricted stock units for an aggregate of 25,516 shares of Class A Common Stock, which have different vesting schedules.

F10: The restricted stock units were granted on December 3, 2012 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, beginning March 3, 2013, 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 December 3, 2015.

F11: Excludes previously granted restricted stock units for an aggregate of 21,907 shares of Class A Common Stock, which have different vesting schedules.