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COGNIZANT TECHNOLOGY SOLUTIONS CORP Director's Dealing 2017

Dec 5, 2017

30125_dirs_2017-12-05_1f4b4d12-6d55-46a0-81f3-727d115baac4.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: 2017-12-01

Reporting Person: KRISHNASWAMY VENKAT (Vice Chair Healthcare&Life Sc)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-12-01 Class A Common Stock M 9763 $0.00 Acquired 13682 Direct
2017-12-01 Class A Common Stock F 4552 $71.36 Disposed 9130 Direct
2017-12-01 Class A Common Stock M 2467 $0.00 Acquired 11597 Direct
2017-12-01 Class A Common Stock F 1151 $71.36 Disposed 10446 Direct
2017-12-01 Class A Common Stock M 954 $0.00 Acquired 11400 Direct
2017-12-01 Class A Common Stock F 445 $71.36 Disposed 10955 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-12-01 Restricted Stock Units $0.00 M 9763 Disposed 2017-12-01 Class A Common Stock (9763) Direct
2017-12-01 Restricted Stock Units $0.00 M 2467 Disposed 2017-12-01 Class A Common Stock (2467) Direct
2017-12-01 Restricted Stock Units $0.00 M 954 Disposed 2017-12-01 Class A Common Stock (954) Direct

Footnotes

F1: 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 1, 2014.

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 1, 2014.

F4: 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 1, 2016.

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

F6: The performance-based restricted stock units were granted on December 1, 2014 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 June 1, 2016, 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 December 1, 2017, provided that the reporting person remained in the Company's service through such anniversary date.

F7: The restricted stock units were granted on December 1, 2014 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 1, 2015, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units would be fully vested on the twelfth quarterly vesting date. The stock units were fully vested on December 1, 2017.

F8: The restricted stock units were granted on December 1, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 1, 2017, 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 1, 2019.