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: Mehta Rajeev (President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-26	Restricted Stock Units	$	A	110789	Acquired		Class A Common Stock (110789)	Direct

Footnotes

F1: Represents the total number of performance-based restricted stock units (the "PSUs") that are eligible to vest as a result of Cognizant Technology Solutions Corporation (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 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 PSUs will be fully accelerated and settle and become issuable on the date thereafter upon which his required release becomes effective.

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