COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2019-03-01

Reporting Person: Mehta Rajeev (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-01	Class A Common Stock	M	2310	—	Acquired	58171	Direct
2019-03-01	Class A Common Stock	F	894	$72.13	Disposed	57277	Direct
2019-03-02	Class A Common Stock	M	3525	—	Acquired	60802	Direct
2019-03-02	Class A Common Stock	F	1345	$72.13	Disposed	59457	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	Restricted Stock Units	$	M	2310	Disposed		Class A Common Stock (2310)	Direct
2019-03-02	Restricted Stock Units	$	M	3525	Disposed		Class A Common Stock (3525)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	28663	Indirect
Class A Common Stock	1860	Indirect

Footnotes

F1: Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the restricted stock unit award granted on February 26, 2018.

F2: Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F3: Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.

F4: Shares of the Company's Class A Common Stock received from the vesting of 1/12th of the restricted stock unit award granted on March 2, 2017.

F5: The restricted stock units were granted on February 26, 2018 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and were originally scheduled to vest in quarterly installments over three years, commencing on June 1, 2018, with 1/12th of the restricted stock units vesting on each quarterly vesting date. However, pursuant to the letter agreements entered into between the Company and Mr. Mehta on June 12, 2018, and February 4, 2019, subject to Mr. Mehta's continued employment with the Company through May 1, 2019, the vesting of the restricted stock units will be fully accelerated and settle and become issuable on the date thereafter upon which his required release becomes effective.

F6: The restricted stock units were granted on March 2, 2017 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and were originally scheduled to vest in quarterly installments over three years, commencing on June 2, 2017, with 1/12th of the restricted stock units vesting on each quarterly vesting date. However, pursuant to the letter agreements entered into between the Company and Mr. Mehta on June 12, 2018, and February 4, 2019, subject to Mr. Mehta's continued employment with the Company through May 1, 2019, the vesting of the restricted stock units will be fully accelerated and settle and become issuable on the date thereafter upon which his required release becomes effective.