COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2019

Jul 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2019-07-01

Reporting Person: Middleton Sean (Pres - Cognizant Accelerator)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-01	Class A Common Stock	M	47	—	Acquired	7722	Direct
2019-07-01	Class A Common Stock	F	15	$64.28	Disposed	7707	Direct
2019-07-01	Class A Common Stock	M	524	—	Acquired	8231	Direct
2019-07-01	Class A Common Stock	F	163	$64.28	Disposed	8068	Direct
2019-07-01	Class A Common Stock	M	1682	—	Acquired	9750	Direct
2019-07-01	Class A Common Stock	F	501	$64.28	Disposed	9249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-01	Restricted Stock Units	$	M	47	Disposed		Class A Common Stock (47)	Direct
2019-07-01	Restricted Stock Units	$	M	524	Disposed		Class A Common Stock (524)	Direct
2019-07-01	Restricted Stock Units	$	M	1682	Disposed		Class A Common Stock (1682)	Direct

Footnotes

F1: Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the time-based restricted stock unit ("RSU") award granted on September 13, 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 number of shares of the Company's Class A Common Stock withheld to pay applicable taxes.

F4: Shares of the Company's Class A Common Stock received from the vesting of 1/12th of the RSU award granted on December 6, 2018.

F5: Represents the number of shares of the Company's Class A Common Stock received from the vesting of 1/3rd of the performance-based restricted stock unit ("PSU") award granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on March 2, 2017.

F6: The RSUs were granted on September 13, 2018 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and vest in quarterly installments over three years, commencing on January 1, 2019, with 1/12th of the RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date. The RSUs will be fully vested on October 1, 2021.

F7: The RSUs were granted on December 6, 2018 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and vest in quarterly installments over three years, commencing on April 1, 2019, with 1/12th of the RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date. The RSUs will be fully vested on January 1, 2022.

F8: The PSUs were granted on March 2, 2017 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the PSU award agreement, 1/3rd of the PSUs were vested and issuable on July 1, 2019, provided that the reporting person remained in the Company's service through such date. The remaining 2/3rds of the PSUs shall vest and be issuable on January 1, 2020, provided that the reporting person remains in the Company's service through such date.