COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2013

Jun 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Thiruvengadam Sridhar (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-03	Class A Common Stock	M	1391	$0.00	Acquired	21640	Direct
2013-06-03	Class A Common Stock	F	430	$64.87	Disposed	21210	Direct
2013-06-03	Class A Common Stock	M	421	$0.00	Acquired	21631	Direct
2013-06-03	Class A Common Stock	F	131	$64.87	Disposed	21500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-03	Restricted Stock Units	$0.00	M	1391	Disposed	2013-06-03	Class A Common Stock (1391)	Direct
2013-06-03	Restricted Stock Units	$0.00	M	421	Disposed	2013-06-03	Class A Common Stock (421)	Direct

Footnotes

F1: Represents the number of shares of Class A Common Stock received from the vesting of 1/2 of the vested performance-based restricted stock units previously granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan 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: Represents the number of shares of Class A Common Stock received from the vesting of 1/2 of the vested performance-based restricted stock units previously granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on March 24, 2012.

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

F5: The performance-based restricted stock units were granted on November 28, 2011 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 1/2 of the vested performance-based restricted stock units were issuable on June 3, 2013, provided the reporting person remained in the Company's service through such date. The remaining 1/2 of the vested performance-based restricted stock units shall be issued on December 1, 2014, provided that the reporting person remains in the Company's service through such date.

F6: Excludes previously granted restricted stock units for an aggregate of 8,770 shares of Class A Common Stock, which have different vesting schedules.

F7: The performance-based restricted stock units were granted on March 24, 2012 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 1/2 of the vested performance-based restricted stock units were issuable on June 3, 2013, provided the reporting person remained in the Company's service through such date. The remaining 1/2 of the vested performance-based restricted stock units shall be issued on December 1, 2014, provided that the reporting person remains in the Company's service through such date.

F8: Excludes previously granted restricted stock units for an aggregate of 9,739 shares of Class A Common Stock, which have different vesting schedules.