Statement of Changes in Beneficial Ownership (4)
05 Juli 2022 - 10:50PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Morgenstern Ursula |
2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP
[
CTSH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP |
(Last)
(First)
(Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP., 300 FRANK W. BURR BLVD., STE. 36, 6 FL. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2022 |
(Street)
TEANECK, NJ 07666
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/30/2022 | | M | | 4209 (1) | A | (2) | 17862 | D | |
Class A Common Stock | 6/30/2022 | | M | | 3156 (1) | A | (2) | 21018 | D | |
Class A Common Stock | 6/30/2022 | | M | | 4573 (3) | A | (2) | 25591 | D | |
Class A Common Stock | 6/30/2022 | | M | | 3884 (4) | A | (2) | 29475 | D | |
Class A Common Stock | 6/30/2022 | | F | | 7504 (5) | D | $67.49 | 21971 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 6/30/2022 | | M | | | 4209 | (6) | (6) | Class A Common Stock | 4209.0 | $0 | 0 | D | |
Restricted Stock Units | (2) | 6/30/2022 | | M | | | 3156 | (7) | (7) | Class A Common Stock | 3156.0 | $0 | 0 | D | |
Restricted Stock Units | (2) | 6/30/2022 | | M | | | 4573 | (8) | (8) | Class A Common Stock | 4573.0 | $0 | 0 | D | |
Restricted Stock Units | (2) | 6/30/2022 | | M | | | 3884 | (9) | (9) | Class A Common Stock | 3884.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | 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. |
(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 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. |
(4) | 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. |
(5) | Shares of the Company's Class A Common Stock withheld to pay applicable taxes. |
(6) | 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. |
(7) | 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. |
(8) | 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. |
(9) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Morgenstern Ursula C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 300 FRANK W. BURR BLVD., STE. 36, 6 FL. TEANECK, NJ 07666 |
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| EVP |
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Signatures
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/s/ Udele Lin, on behalf of Ursula Morgenstern, by Power of Attorney | | 7/5/2022 |
**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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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