EVP and President, Americas Gummadi Surya converted options into 2,682 shares and covered exercise/tax liability with 1,347 shares, increasing direct ownership by 4% to 32,851 units (SEC Form 4)
$CTSH
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/01/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 09/01/2024 | M | 367(1) | A | (2) | 31,883 | D | |||
| Class A Common Stock | 09/01/2024 | M | 191(3) | A | (2) | 32,074 | D | |||
| Class A Common Stock | 09/01/2024 | M | 1,168(4) | A | (2) | 33,242 | D | |||
| Class A Common Stock | 09/01/2024 | M | 956(5) | A | (2) | 34,198 | D | |||
| Class A Common Stock | 09/03/2024 | F | 1,347(6) | D | $77.77 | 32,851 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 09/01/2024 | M | 367 | (7) | (7) | Class A Common Stock | 367 | $0 | 734 | D | ||||
| Restricted Stock Units | (2) | 09/01/2024 | M | 191 | (8) | (8) | Class A Common Stock | 191 | $0 | 381 | D | ||||
| Restricted Stock Units | (2) | 09/01/2024 | M | 1,168 | (9) | (9) | Class A Common Stock | 1,168 | $0 | 11,680 | D | ||||
| Restricted Stock Units | (2) | 09/01/2024 | M | 956 | (10) | (10) | Class A Common Stock | 956 | $0 | 5,734 | D | ||||
| Explanation of Responses: |
| 1. 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 ("RSU") award granted on March 1, 2022. |
| 2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. |
| 3. Shares of Class A Common Stock of the Company received from the vesting of 1/3rd of 1/8th of the RSU award granted on March 1, 2022. |
| 4. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 28, 2024. |
| 5. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 28, 2024. |
| 6. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. |
| 7. A total of 4,404 RSUs were originally granted on March 1, 2022, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in 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 will be fully vested on the twelfth quarterly vesting date (March 1, 2025). |
| 8. A total of 4,568 RSUs were originally granted on March 1, 2022, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2022, 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 four successive 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 the RSUs vesting on the twelfth vesting date (March 1, 2025). |
| 9. A total of 14,016 RSUs were originally granted on February 28, 2024, under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with 1/12th of such RSUs first vesting on June 1, 2024, and each quarterly anniversary of such date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2027). |
| 10. A total of 7,645 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with (i) 1/8th of such RSUs vesting on each of June 1, 2024 and the next three quarterly anniversaries of such date; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the following four quarterly anniversaries of such date; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the following three quarterly anniversaries of such date; and (iv) the remainder of such RSUs vesting on the eleventh quarterly anniversary of such date (March 1, 2027). |
| Remarks: |
| /s/ Carrie P. Ryan, on behalf of Surya Gummadi, by Power of Attorney | 09/04/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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