COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2019

Jun 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2019-06-01

Reporting Person: DSOUZA FRANCISCO (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-01	Class A Common Stock	M	4017	—	Acquired	458516	Direct
2019-06-01	Class A Common Stock	F	2024	$61.93	Disposed	456492	Direct
2019-06-02	Class A Common Stock	M	5227	—	Acquired	461719	Direct
2019-06-02	Class A Common Stock	F	2606	$61.93	Disposed	459113	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-01	Restricted Stock Units	$	M	4017	Disposed		Class A Common Stock (4017)	Direct
2019-06-02	Restricted Stock Units	$	M	5227	Disposed		Class A Common Stock (5227)	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 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 so that the restricted stock units 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, subject to Mr. D'Souza's continued employment with the Company through June 30, 2019, the vesting of the restricted stock units 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.

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 so that the restricted stock units 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, subject to Mr. D'Souza's continued employment with the Company through June 30, 2019, the vesting of the restricted stock units 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.