COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2022

Jul 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2022-06-30

Reporting Person: Morgenstern Ursula (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-30	Class A Common Stock	M	4209	—	Acquired	17862	Direct
2022-06-30	Class A Common Stock	M	3156	—	Acquired	21018	Direct
2022-06-30	Class A Common Stock	M	4573	—	Acquired	25591	Direct
2022-06-30	Class A Common Stock	M	3884	—	Acquired	29475	Direct
2022-06-30	Class A Common Stock	F	7504	$67.49	Disposed	21971	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-06-30	Restricted Stock Units	$	M	4209	Disposed		Class A Common Stock (4209.0)	Direct
2022-06-30	Restricted Stock Units	$	M	3156	Disposed		Class A Common Stock (3156.0)	Direct
2022-06-30	Restricted Stock Units	$	M	4573	Disposed		Class A Common Stock (4573.0)	Direct
2022-06-30	Restricted Stock Units	$	M	3884	Disposed		Class A Common Stock (3884.0)	Direct

Footnotes

F1: Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the accelerated vesting (in accordance with the terms of the Reporting Person's executive employment agreement) of the portion of the restricted stock unit ("RSU") award granted on December 14, 2020 which would have vested in the 12 months following June 30, 2022.

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

F3: Shares of Class A Common Stock of the Company received from the accelerated vesting (in accordance with the terms of the Reporting Person's executive employment agreement) of the portion of the RSU award granted on February 23, 2021 which would have vested in the 12 months following June 30, 2022.

F4: Shares of Class A Common Stock of the Company received from the accelerated vesting (in accordance with the terms of the Reporting Person's executive employment agreement) of the portion of the RSU award granted on March 1, 2022 which would have vested in the 12 months following June 30, 2022.

F5: Shares of the Company's Class A Common Stock withheld to pay applicable taxes.

F6: A total of 12,627 RSUs were granted on December 14, 2020 under the Company's 2017 Incentive Award Plan and such originally granted amount was originally scheduled to vest in 12 quarterly installments over three years, commencing on March 14, 2021, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs would be fully vested on the twelfth quarterly vesting date (December 14, 2023). However, pursuant to the terms of the Reporting Person's executive employment agreement, the portion of such RSUs that would have vested in the 12-month period following June 30, 2022 accelerated and became immediately vested on such date. The remaining portion of the RSUs granted pursuant to such award was forfeited as of June 30, 2022 in accordance with the original terms of the award.

F7: A total of 15,784 RSUs were granted on December 14, 2020 under the Company's 2017 Incentive Award Plan and such originally granted amount was originally scheduled to vest in nine successive quarterly installments, commencing on March 14, 2021, with (i) 1/5th of such RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the ninth vesting date (March 14, 2023). However, pursuant to the terms of the Reporting Person's executive employment agreement, the portion of such RSUs that would have vested in the 12-month period following June 30, 2022 accelerated and became immediately vested on such date.

F8: A total of 13,721 RSUs were granted on February 23, 2021 under the Company's 2017 Incentive Award Plan and such originally granted amount was originally scheduled to vest in 12 quarterly installments over three years, commencing on May 23, 2021, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs would be fully vested on the twelfth quarterly vesting date (February 23, 2024). However, pursuant to the terms of the Reporting Person's executive employment agreement, the portion of such RSUs that would have vested in the 12-month period following June 30, 2022 accelerated and became immediately vested on such date. The remaining portion of the RSUs granted pursuant to such award was forfeited as of June 30, 2022 in accordance with the original terms of the award.

F9: A total of 11,654 RSUs were granted on March 1, 2022 under the Company's 2017 Incentive Award Plan and such originally granted amount was originally scheduled to vest in 12 quarterly installments over three years, commencing on June 1, 2022, with 1/12th of such RSUs vesting on each quarterly vesting date so that the RSUs would be fully vested on the twelfth quarterly vesting date (March 1, 2025). However, pursuant to the terms of the Reporting Person's executive employment agreement, the portion of such RSUs that would have vested in the 12-month period following June 30, 2022 accelerated and became immediately vested on such date. The remaining portion of the RSUs granted pursuant to such award was forfeited as of June 30, 2022 in accordance with the original terms of the award.