COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2020

Mar 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2020-02-28

Reporting Person: Frank Malcolm (President, Digital Business)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-28	Class A Common Stock	S	1511	$60.4184	Disposed	33252	Direct
2020-02-28	Class A Common Stock	S	328	$61.2572	Disposed	32924	Direct
2020-03-01	Class A Common Stock	M	1004	—	Acquired	33928	Direct
2020-03-01	Class A Common Stock	F	479	$60.93	Disposed	33449	Direct
2020-03-01	Class A Common Stock	M	1851	—	Acquired	35300	Direct
2020-03-01	Class A Common Stock	F	894	$60.93	Disposed	34406	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-01	Restricted Stock Units	$	M	1004	Disposed		Class A Common Stock (1004)	Direct
2020-03-01	Restricted Stock Units	$	M	1851	Disposed		Class A Common Stock (1851)	Direct

Footnotes

F1: Such shares were sold pursuant to a 10b5-1 Sales Plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.91 to $60.885, inclusive. The reporting person undertakes to provide to Cognizant Technology Solutions Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.245 to $61.27, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

F4: Shares of Class A Common Stock the Company received from the vesting of 1/12th of the restricted stock unit award granted on February 26, 2018.

F5: Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F6: Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.

F7: Shares of the Company's Class A Common Stock received from the vesting of 1/12th of the restricted stock unit award granted on February 26, 2019.

F8: The restricted stock units were granted on February 26, 2018 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and vest in quarterly installments over three years, commencing on June 1, 2018, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units will be fully vested on the twelfth quarterly vesting date. The stock units will be fully vested on March 1, 2021.

F9: The restricted stock units were granted on February 26, 2019 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and vest in quarterly installments over three years, commencing on June 1, 2019, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units will be fully vested on the twelfth quarterly vesting date. The stock units will be fully vested on March 1, 2022.