COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2013

Mar 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2013-03-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-06	Class A Common Stock	M	8082	$18.21	Acquired	42498	Direct
2013-03-06	Class A Common Stock	S	16207	$80.2371	Disposed	26291	Direct
2013-03-07	Class A Common Stock	M	1918	$18.21	Acquired	28209	Direct
2013-03-07	Class A Common Stock	S	1918	$80.75	Disposed	26291	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-06	Class A Common Stock Option (Right to Buy)	$18.21	M	8082	Disposed	2018-12-09	Class A Common Stock (8082)	Direct
2013-03-07	Class A Common Stock Option (Right to Buy)	$18.21	M	1918	Disposed	2018-12-09	Class A Common Stock (1918)	Direct

Footnotes

F1: Such shares were sold pursuant to a Rule 10b5-1 Sales Plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.75. The reporting person undertakes to provide to Cognizant Technology Solutions Corporation, any security holder of Cognizant Technology Solutions Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

F3: Such options were granted on December 9, 2008 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan, as amended. Such options vest in four equal annual installments, with 25% of the options vesting on the one year anniversary of the grant date, 25% of the options vesting on the two year anniversary of the grant date, 25% of the options vesting on the three year anniversary of the grant date and 25% of the options vesting on the four year anniversary of the grant date, so that the options will be fully vested on the four year anniversary of the grant date. The options were fully vested on December 9, 2012. The Date Exercisable above reflects the first anniversary date of such options.