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: McLoughlin Karen (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-03	Class A Common Stock	M	834	$0.00	Acquired	11593	Direct
2013-06-03	Class A Common Stock	F	311	$64.87	Disposed	11282	Direct
2013-06-03	Class A Common Stock	M	1739	$0.00	Acquired	13021	Direct
2013-06-03	Class A Common Stock	F	648	$64.87	Disposed	12373	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-03	Restricted Stock Units	$0.00	M	834	Disposed	2013-06-03	Class A Common Stock (834)	Direct
2013-06-03	Restricted Stock Units	$0.00	M	1739	Disposed	2013-06-03	Class A Common Stock (1739)	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 December 3, 2012.

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 November 28, 2011.

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 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.

F6: Excludes previously granted restricted stock units for an aggregate of 10,340 shares of Class A Common Stock, which have different vesting schedules.

F7: 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.

F8: Excludes previously granted restricted stock units for an aggregate of 16,943 shares of Class A Common Stock, which have different vesting schedules.