Statement of Changes in Beneficial Ownership (4)
December 15 2020 - 4:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
SINHA DHARMENDRA KUMAR |
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) President, North America |
(Last)
(First)
(Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP., 500 FRANK W. BURR BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/12/2020 |
(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 | 12/12/2020 | | M | | 1549 (1) | A | (2) | 20299 | D | |
Class A Common Stock | 12/12/2020 | | F | | 744 (3) | D | $78.51 | 19555 | D | |
Class A Common Stock | 12/12/2020 | | M | | 759 (4) | A | (2) | 20314 | D | |
Class A Common Stock | 12/12/2020 | | F | | 367 (3) | D | $78.51 | 19947 | 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) | 12/12/2020 | | M | | | 1549 | (5) | (5) | Class A Common Stock | 1549.0 | $0 | 0 | D | |
Restricted Stock Units | (2) | 12/12/2020 | | M | | | 759 | (6) | (6) | Class A Common Stock | 759.0 | $0 | 1518 | 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 December 12, 2017. |
(2) | Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. |
(3) | Represents the number of shares of the Company's Class A Common Stock withheld to pay applicable taxes. |
(4) | Shares of the Company's Class A Common Stock received from the vesting of 1/12th of the restricted stock unit award granted on June 12, 2018. |
(5) | The RSUs were granted on December 12, 2017 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on March 12, 2018, 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 December 12, 2020. |
(6) | The RSUs were granted on June 12, 2018 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on September 12, 2018, 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 units will be fully vested on June 12, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SINHA DHARMENDRA KUMAR C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 500 FRANK W. BURR BLVD. TEANECK, NJ 07666 |
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| President, North America |
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Signatures
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/s/ Bryan Jenkins, on behalf of Dharmendra Kumar Sinha, by Power of Attorney | | 12/15/2020 |
**Signature of Reporting Person | Date |
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