COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2013

May 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2013-05-01

Reporting Person: McLoughlin Karen (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-01	Class A Common Stock	M	1042	$0.00	Acquired	11148	Direct
2013-05-01	Class A Common Stock	F	389	$63.49	Disposed	10759	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-01	Restricted Stock Units	$0.00	M	1042	Disposed	2013-05-01	Class A Common Stock (1042)	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 March 21, 2011.

F2: Includes 328 shares acquired under the Company's 2004 Employee Stock Purchase Plan, as amended, on March 31, 2013.

F3: Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.

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 March 21, 2011 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, beginning February 1, 2012, 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 1, 2014.

F6: Excludes previously granted restricted stock units for an aggregate of 15,005 shares of Class A Common Stock, which have different vesting schedules.