COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2022

Mar 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2022-03-01

Reporting Person: Telesmanic Robert (SVP, Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-01	Class A Common Stock	M	804	—	Acquired	13986	Direct
2022-03-01	Class A Common Stock	F	372	$85.80	Disposed	13614	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-01	Restricted Stock Units	$	M	804	Disposed		Class A Common Stock (804.0)	Direct
2022-03-01	Performance Stock Units	$	A	3136	Acquired		Class A Common Stock (3136.0)	Direct
2022-03-01	Restricted Stock Units	$	A	5347	Acquired		Class A Common Stock (5347.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	800	Indirect

Footnotes

F1: Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 2/3rds of 1/5th of the restricted stock unit ("RSU") award granted on December 1, 2020.

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

F3: Shares of the Company's Class A Common Stock withheld to pay applicable taxes.

F4: The reporting person has been the Appointed Fiduciary of the estate since May 2015. Except to the extent of his pecuniary interest, the reporting person disclaims beneficial ownership of the securities held by the estate.

F5: The RSUs were granted on December 1, 2020 under the Company's 2017 Incentive Award Plan and will vest in nine successive quarterly installments, commencing on March 1, 2021, with (i) 1/5th of the RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of the RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of the RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of the RSUs vesting on the ninth vesting date. The RSUs will be fully vested on March 1, 2023.

F6: Each performance-based stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock.

F7: Represents PSUs (a) that were originally granted on March 5, 2020 pursuant to the Company's 2017 Incentive Award Plan and (b) for which the Company's Compensation Committee (the "Committee") determined, on March 1, 2022, that the related performance criteria had been satisfied. In accordance with the award agreement, in light of the Committee's determination regarding the satisfaction of performance criteria, the award will vest and settle in Class A Common Stock of the Company on March 15, 2022, provided that the Reporting Person remains in the Company's service through such date.

F8: The RSUs were granted on March 1, 2022 under the Company's 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on June 1, 2022, 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 March 1, 2025.