COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2015

Dec 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2015-12-03

Reporting Person: RAMAKRISHNAN CHANDRASEKARAN (Ex. Vice Chairman, Cog. India)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-03	Class A Common Stock	M	2870	$0.00	Acquired	359205	Direct
2015-12-03	Class A Common Stock	F	994	$62.86	Disposed	358211	Direct
2015-12-03	Class A Common Stock	M	1250	$0.00	Acquired	359461	Direct
2015-12-03	Class A Common Stock	F	433	$62.86	Disposed	359028	Direct
2015-12-03	Class A Common Stock	M	57095	$0.00	Acquired	416123	Direct
2015-12-03	Class A Common Stock	F	19761	$62.86	Disposed	396362	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-03	Restricted Stock Units	$0.00	M	2870	Disposed	2015-12-03	Class A Common Stock (2870)	Direct
2015-12-03	Restricted Stock Units	$0.00	M	1250	Disposed	2015-12-03	Class A Common Stock (1250)	Direct
2015-12-03	Restricted Stock Units	$0.00	M	57095	Disposed	2015-12-03	Class A Common Stock (57095)	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: 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, 2013.

F4: 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 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on December 3, 2012.

F5: Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F6: 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, 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 were fully vested on December 3, 2015.

F7: The restricted stock units were granted on December 3, 2013 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, 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, 2016.

F8: The performance-based restricted stock units were granted on December 3, 2012 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 issuable 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.