COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2013

Dec 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2013-11-30

Reporting Person: RAMAKRISHNAN CHANDRASEKARAN (Group Chief Exec-Tech & Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-30	Class A Common Stock	M	1600	$0.00	Acquired	138001	Direct
2013-11-30	Class A Common Stock	F	544	$93.89	Disposed	137457	Direct
2013-11-30	Class A Common Stock	M	36089	$0.00	Acquired	173546	Direct
2013-11-30	Class A Common Stock	F	12267	$93.89	Disposed	161279	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-30	Restricted Stock Units	$0.00	M	1600	Disposed	2013-11-30	Class A Common Stock (1600)	Direct
2013-11-30	Restricted Stock Units	$0.00	M	36089	Disposed	2013-11-30	Class A Common Stock (36089)	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 30, 2010.

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: Represents the number of shares of Class A Common Stock received from the vesting of 2/3 of the vested performance-based restricted stock units previously granted to the reporting person on November 30, 2010 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan.

F4: Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F5: 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 were fully vested on the twelfth quarterly vesting date, November 30, 2013.

F6: The performance-based restricted stock units were granted on November 30, 2010 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 1/3 of the vested performance-based restricted stock units were issuable on the eighteen-month anniversary of the date of grant of such performance-based restricted stock units, provided the reporting person remained in the Company's service through such anniversary date. The remaining 2/3 of the vested performance-based restricted stock units were issued on the thirty-six month anniversary of the date of grant of such performance-based restricted stock units, provided that the reporting person remained in the Company's service through such anniversary date.