COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2019

Jul 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2019-07-09

Reporting Person: DSOUZA FRANCISCO (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-09	Class A Common Stock	M	15682	—	Acquired	484998	Direct
2019-07-09	Class A Common Stock	F	7827	$64.38	Disposed	477171	Direct
2019-07-09	Class A Common Stock	M	28123	—	Acquired	505294	Direct
2019-07-09	Class A Common Stock	F	14175	$64.38	Disposed	491119	Direct
2019-07-09	Class A Common Stock	M	173741	—	Acquired	664860	Direct
2019-07-09	Class A Common Stock	F	86694	$64.38	Disposed	578166	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-09	Restricted Stock Units	$	M	15682	Disposed		Class A Common Stock (15682)	Direct
2019-07-09	Restricted Stock Units	$	M	28123	Disposed		Class A Common Stock (28123)	Direct
2019-07-09	Restricted Stock Units	$	M	173741	Disposed		Class A Common Stock (173741)	Direct

Footnotes

F1: Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of the restricted stock unit (the "RSU") award granted on March 2, 2017.

F2: Each RSU 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 the RSU award granted on February 26, 2018.

F5: Represents the number of shares of the Company's Class A Common Stock received from the vesting 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 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 RSUs vesting on each quarterly vesting date so that the RSUs would be fully vested on March 2, 2020. However, pursuant to the letter agreement entered into between the Company and Mr. D'Souza on February 1, 2019, and the satisfaction of the conditions contained therein, the vesting of the RSUs was accelerated and the shares became issuable to Mr. D'Souza on July 9, 2019.

F7: The RSUs 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 RSUs vesting on each quarterly vesting date so that the RSUs would be fully vested on March 1, 2021. However, pursuant to the letter agreement entered into between the Company and Mr. D'Souza on February 1, 2019, and the satisfaction of the conditions contained therein, the vesting of the RSUs was accelerated and the shares became issuable to Mr. D'Sousa on July 9, 2019.

F8: The PSUs were granted on March 2, 2017 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and were originally scheduled to vest 1/3rd on July 1, 2019 and 2/3rds on January 1, 2020. However, pursuant to the letter agreement entered into between the Company and Mr. D'Souza on February 1, 2019, and the satisfaction of the conditions contained therein, the vesting of the PSUs was accelerated and the shares became issuable to Mr. D'Souza on July 9, 2019.