COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2019

Feb 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2019-02-26

Reporting Person: DSOUZA FRANCISCO (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-26	Restricted Stock Units	$	A	83287	Acquired		Class A Common Stock (83287)	Direct
2019-02-26	Restricted Stock Units	$	A	173741	Acquired		Class A Common Stock (173741)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").

F2: The time-vesting restricted stock units (the "RSUs") were granted on February 26, 2019 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan. One fourth (1/4th) of the RSUs will vest and be settled and issuable to Mr. D'Souza on March 31, 2019 and 3/4ths will vest on June 30, 2019, provided with respect to each such date that Mr. D'Souza remains in the employment of the Company through such date. The shares of Common Stock underlying any RSUs vesting on June 30, 2019 shall be settled and issuable to Mr. D'Souza as follows: 1/3rd on June 30, 2019, 1/3rd on September 30, 2019 and 1/3rd on December 31, 2019.

F3: Represents the total number of performance-based restricted stock units (the "PSUs") that are eligible to vest as a result of the Company having attained certain performance milestones, as determined by the Company's Compensation Committee on February 26, 2019 based upon the Company's audited financial statements for the 2017 and 2018 fiscal years. The PSUs were granted on March 2, 2017 pursuant to the Company's 2009 Incentive Compensation Plan. In accordance with the award agreement, the PSUs were originally scheduled to vest 1/3rd on July 1, 2019 and 2/3rds on January 1, 2020. However, pursuant to a letter agreement entered into between the Company and Mr. D'Souza on February 1, 2019, subject to Mr. D'Souza's continued employment with the Company through June 30, 2019, the vesting of the PSUs will be fully accelerated and shall settle and become issuable to Mr. D'Souza on the date thereafter upon which his required release becomes effective.