COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2023

Feb 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2023-02-16

Reporting Person: Kim John Sunshin (EVP & General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-16	Restricted Stock Units	$	A	14692	Acquired		Class A Common Stock (14692.0)	Direct
2023-02-16	Restricted Stock Units	$	A	6781	Acquired		Class A Common Stock (6781.0)	Direct
2023-02-16	Performance Stock Units	$	A	2286	Acquired		Class A Common Stock (2286.0)	Direct
2023-02-16	Restricted Stock Units	$	A	7534	Acquired		Class A Common Stock (7534.0)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").

F2: A total of 14,692 RSUs were granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the twelfth quarterly vesting date (February 16, 2026).

F3: Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

F4: A total of 6,781 RSUs were granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on May 16, 2023, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (February 16, 2026).

F5: Each performance-based stock unit ("PSU") represents a contingent right to receive one share of Class A Common Stock of the Company.

F6: Represents a portion of the 2,502 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 and Human Capital Committee (the "Committee") determined, on February 16, 2023, that approximately 91.4% of 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 portion of the award shown in Table II above will vest and settle in Class A Common Stock of the Company on March 15, 2023, provided that the Reporting Person remains in the Company's service through such date.

F7: A total of 7,534 special RSUs (which are not intended to be part of Reporting Person's target direct compensation) were granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the twelfth quarterly vesting date (February 16, 2026).