EVP and President, Americas Gummadi Surya converted options into 4,129 shares and covered exercise/tax liability with 2,040 shares, increasing direct ownership by 6% to 35,126 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) 11/15/2024 | ||||||||||||||||||||||||||
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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 | 11/15/2024 | M | 2,085(1) | A | (2) | 35,122 | D | |||
| Class A Common Stock | 11/15/2024 | M | 36(3) | A | (2) | 35,158 | D | |||
| Class A Common Stock | 11/15/2024 | F | 1,046(4) | D | $77.11 | 34,112 | D | |||
| Class A Common Stock | 11/16/2024 | M | 753(5) | A | (2) | 34,865 | D | |||
| Class A Common Stock | 11/16/2024 | M | 1,255(6) | A | (2) | 36,120 | D | |||
| Class A Common Stock | 11/18/2024 | F | 994(4) | D | $77.11 | 35,126 | 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) | 11/15/2024 | M | 2,085 | (7) | (7) | Class A Common Stock | 2,085 | $0 | 8,339 | D | ||||
| Restricted Stock Units | (2) | 11/15/2024 | M | 36 | (8) | (8) | Class A Common Stock | 36 | $0 | 36 | D | ||||
| Restricted Stock Units | (2) | 11/16/2024 | M | 753 | (9) | (9) | Class A Common Stock | 753 | $0 | 3,768 | D | ||||
| Restricted Stock Units | (2) | 11/16/2024 | M | 1,255 | (10) | (10) | Class A Common Stock | 1,255 | $0 | 3,770 | 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 November 15, 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 1/5th of the RSU award granted on November 15, 2022. |
| 4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. |
| 5. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 16, 2023. |
| 6. Shares of Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on February 16, 2023. |
| 7. A total of 25,016 RSUs were originally granted on November 15, 2022, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on February 15, 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 (November 15, 2025). |
| 8. A total of 544 RSUs were originally granted on November 15, 2022 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in nine successive quarterly installments, commencing on February 15, 2023, 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 (February 15, 2025). |
| 9. A total of 9,041 RSUs were originally granted on February 16, 2023, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting 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). |
| 10. A total of 15,069 RSUs were originally granted on February 16, 2023, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting 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). |
| Remarks: |
| /s/ Carrie P. Ryan, on behalf of Surya Gummadi, by Power of Attorney | 11/19/2024 | |
| ** 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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