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COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2015
Jun 5, 2015
30125_dirs_2015-06-05_4a11c5b7-bc83-4a32-a289-a021c6b614c8.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2015-06-03
Reporting Person: Frank Malcolm (Exec. VP, Strategy & Marketing)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2015-06-03 | Class A Common Stock | S | 867 | $65.525 | Disposed | 0 | Direct |
| 2015-06-03 | Class A Common Stock | M | 1639 | $0.00 | Acquired | 1639 | Direct |
| 2015-06-03 | Class A Common Stock | F | 606 | $65.70 | Disposed | 1033 | Direct |
| 2015-06-03 | Class A Common Stock | M | 1205 | $0.00 | Acquired | 2238 | Direct |
| 2015-06-03 | Class A Common Stock | F | 446 | $65.70 | Disposed | 1792 | Direct |
| 2015-06-03 | Class A Common Stock | M | 7710 | $0.00 | Acquired | 9502 | Direct |
| 2015-06-03 | Class A Common Stock | F | 3451 | $65.70 | Disposed | 6051 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2015-06-03 | Restricted Stock Units | $0.00 | M | 1639 | Disposed | 2015-06-03 | Class A Common Stock (1639) | Direct |
| 2015-06-03 | Restricted Stock Units | $0.00 | M | 1205 | Disposed | 2015-06-03 | Class A Common Stock (1205) | Direct |
| 2015-06-03 | Restricted Stock Units | $0.00 | M | 7710 | Disposed | 2015-06-03 | Class A Common Stock (7710) | Direct |
Footnotes
F1: Such shares were sold pursuant to a Rule 10b5-1 Sales Plan.
F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.23 to $65.79. The reporting person undertakes to provide to Cognizant Technology Solutions Corporation, any security holder of Cognizant Technology Solutions Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
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, 2012.
F4: Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.
F5: 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.
F6: Represents the number of shares of Class A Common Stock received from the vesting of 1/3 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, 2013.
F7: Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
F8: 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 will be fully vested on December 3, 2015.
F9: 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.
F10: The performance-based restricted stock units were granted on December 3, 2013 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 shall be issued on the thirty-six month anniversary of the date of grant of such performance-based restricted stock units, provided that the reporting person remains in the Company's service through such anniversary date.