0001209191-16-153720.txt : 20161206 0001209191-16-153720.hdr.sgml : 20161206 20161206174243 ACCESSION NUMBER: 0001209191-16-153720 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161203 FILED AS OF DATE: 20161206 DATE AS OF CHANGE: 20161206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COGNIZANT TECHNOLOGY SOLUTIONS CORP CENTRAL INDEX KEY: 0001058290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133728359 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 FRANK W. BURR BLVD. CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: 2018010233 MAIL ADDRESS: STREET 1: 500 FRANK W. BURR BLVD. CITY: TEANECK STATE: NJ ZIP: 07666 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Frank Malcolm CENTRAL INDEX KEY: 0001541806 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24429 FILM NUMBER: 162037210 MAIL ADDRESS: STREET 1: COGNIZANT TECHNOLOGY SOLUTIONS STREET 2: 500 FRANK W. BURR BLVD. CITY: TEANECK STATE: NJ ZIP: 07666 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-12-03 0 0001058290 COGNIZANT TECHNOLOGY SOLUTIONS CORP CTSH 0001541806 Frank Malcolm COGNIZANT TECHNOLOGY SOLUTIONS CORP. 500 FRANK W. BURR BLVD. TEANECK NJ 07666 0 1 0 0 Exec. VP, Strategy & Marketing Class A Common Stock 2016-12-03 4 M 0 1205 0.00 A 4520 D Class A Common Stock 2016-12-03 4 F 0 622 54.02 D 3898 D Class A Common Stock 2015-12-03 4 M 0 15422 0.00 A 19320 D Class A Common Stock 2015-12-03 4 F 0 7954 54.02 D 11366 D Class A Common Stock 2016-12-05 4 S 0 666 54.6708 D 10700 D Restricted Stock Units 0.00 2016-12-03 4 M 0 1205 0.00 D 2016-12-03 2016-12-03 Class A Common Stock 1205 0 D Restricted Stock Units 0.00 2016-12-03 4 M 0 15422 0.00 D 2016-12-03 2016-12-03 Class A Common Stock 15422 0 D Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on December 3, 2013. Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding. Represents the number of shares of Class A Common Stock received from the vesting of 2/3 of the vested performance-based restricted stock units previously granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on December 3, 2013. Such shares were sold pursuant to a Rule 10b5-1 Sales Plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.04 to $54.92. The reporting person undertakes to provide to Cognizant Technology Solutions Corporation, any security holder of Cognizant Technology Solutions Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. The restricted stock units were granted on December 3, 2013 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units will be fully vested on the twelfth quarterly vesting date. The stock units were fully vested on December 3, 2016. The performance-based restricted stock units were granted on December 3, 2013 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 1/3 of the vested performance-based restricted stock units were issued on the eighteen-month anniversary of the date of grant of such performance-based restricted stock units. The remaining 2/3 of the vested performance-based restricted stock units were issuable on the thirty-six month anniversary of the date of grant of such performance-based restricted stock units, provided that the reporting person remained in the Company's service through such anniversary date. /s/ Harry Demas, on behalf of Malcolm Frank, by Power of Attorney 2016-12-06