COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2015

Mar 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2015-03-09

Reporting Person: CHATTERJEE DEBASHIS (EVP, President Technology Sol.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-09	Restricted Stock Units	$	A	3745	Acquired		Class A Common Stock (3745)	Direct
2015-03-09	Restricted Stock Units	$	A	20828	Acquired		Class A Common Stock (20828)	Direct

Footnotes

F1: Represents the total number of performance-based restricted stock units which vested based upon attainment by the Company of certain performance milestones, as determined by the Company's compensation committee on March 9, 2015 based upon the audited financials for the 2014 fiscal year. The performance-based restricted stock units were granted on December 3, 2013 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 50% of the vested performance-based restricted stock units shall be issued on June 3, 2015, provided the reporting person remains in the Company's service through such anniversary date. (Continued in the next footnote.)

F2: (Continued from the previous footnote.) The remaining 50% of the vested performance-based restricted stock units shall be issued on December 3, 2016, provided that the grantee remains in the Company's service through such anniversary date. Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. The reporting person will disclose the receipt of shares of the Company's Class A Common Stock underlying the performance-based restricted stock units on Table I of Form 4, if and when such reporting person satisfies the aformentioned service-based conditions.

F3: Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F4: The restricted stock units were granted on March 9, 2015 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on July 1, 2015, 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 April 1, 2018.