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). |
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) 01/24/2007 | ||||||||||||||||||||||||||
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 | 01/24/2007 | M | 9,000 | A | $4.683 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | M | 12,000 | A | $10.115 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | M | 3,000 | A | $11.628 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | M | 15,000 | A | $22.885 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 1,200(1) | D | $83.44 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 200(1) | D | $83.43 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 101(1) | D | $83.39 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 999(1) | D | $83.36 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 200(1) | D | $83.35 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 100(1) | D | $83.34 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 100(1) | D | $83.33 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 1,400(1) | D | $83.32 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 2,400(1) | D | $83.3 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 984(1) | D | $83.28 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 700(1) | D | $83.24 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 700(1) | D | $83.23 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 1,781(1) | D | $83.22 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 3,316(1) | D | $83.21 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 3,800(1) | D | $83.2 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 3,488(1) | D | $83.19 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 631(1) | D | $83.18 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 3,400(1) | D | $83.16 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 2,300(1) | D | $83.15 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 400(1) | D | $83.14 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 400(1) | D | $83.13 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 900(1) | D | $83.12 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 200(1) | D | $83.07 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 1,400(1) | D | $83.06 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 2,200(1) | D | $83.05 | 5,648 | D | |||
Class A Common Stock | 01/24/2007 | S | 200(1) | D | $83.04 | 5,648 | D |
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 | ||||||||
Class A Common Stock Option (Right to Buy)(2) | $4.683 | 01/24/2007 | M | 9,000 | 11/02/2002 | 11/02/2011 | Class A Common Stock | 9,000 | $0.00 | 203,500(3) | D | ||||
Class A Common Stock Option (Right to Buy)(4) | $10.115 | 01/24/2007 | M | 12,000 | 02/05/2004 | 02/05/2013 | Class A Common Stock | 12,000 | $0.00 | 191,500(3) | D | ||||
Class A Common Stock Option (Right to Buy)(5) | $11.628 | 01/24/2007 | M | 3,000 | 03/05/2004 | 03/05/2013 | Class A Common Stock | 3,000 | $0.00 | 188,500(3) | D | ||||
Class A Common Stock Option (Right to Buy)(6) | $22.885 | 01/24/2007 | M | 15,000 | 03/04/2005 | 03/04/2014 | Class A Common Stock | 15,000 | $0.00 | 173,500(3) | D |
Explanation of Responses: |
1. Such shares were sold pursuant to a Rule 10b5-1 Sales Plan. |
2. Such options were granted on November 2, 2001 pursuant to the Company's 1999 Incentive Compensation Plan, as amended. Such options were 100% vested on November 2, 2005. |
3. Includes multiple option grants with different exercise prices and vesting dates. |
4. Such options were granted on February 5, 2003 pursuant to the Company's 1999 Incentive Compensation Plan, as amended. Such options have the following vesting schedule: 12,000 shares vested on February 5, 2006 and 12,000 shares vest on February 5, 2007. |
5. Such options were granted on March 5, 2003 pursuant to the Company's 1999 Incentive Compensation Plan, as amended. Such options have the following vesting schedule: 1,500 shares vested on March 5, 2005, 1,500 shares vested on March 5, 2006 and 1,500 shares vest on March 5, 2007. |
6. Such options were granted on March 4, 2004 pursuant to the Company's 1999 Incentive Compensation Plan, as amended. Such options have the following vesting schedule: 25% on March 4, 2005; 25% on March 4, 2006; 25% on March 4, 2007; and 25% on March 4, 2008. The Date Exercisable above reflects the first anniversary date of such option. |
Remarks: |
/s/ Steven E. Schwartz on behalf of Rajeev Mehta, by Power of Attorney | 01/25/2007 | |
** 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 Number. |