0001209191-17-063875.txt : 20171205
0001209191-17-063875.hdr.sgml : 20171205
20171205160649
ACCESSION NUMBER: 0001209191-17-063875
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20171201
FILED AS OF DATE: 20171205
DATE AS OF CHANGE: 20171205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RAMAKRISHNAN CHANDRASEKARAN
CENTRAL INDEX KEY: 0001276247
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-24429
FILM NUMBER: 171239754
MAIL ADDRESS:
STREET 1: 500 GLENPOINTE CENTRE WEST
CITY: TEANECK
STATE: NJ
ZIP: 07666
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-12-01
0
0001058290
COGNIZANT TECHNOLOGY SOLUTIONS CORP
CTSH
0001276247
RAMAKRISHNAN CHANDRASEKARAN
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
500 FRANK W. BURR BLVD.
TEANECK
NJ
07666
0
1
0
0
Ex. Vice Chairman, Cog. India
Class A Common Stock
2017-12-01
4
M
0
12806
0.00
A
299729
D
Class A Common Stock
2017-12-01
4
F
0
4500
71.635
D
295229
D
Class A Common Stock
2017-12-01
4
M
0
702
0.00
A
295931
D
Class A Common Stock
2017-12-01
4
F
0
247
71.635
D
295684
D
Class A Common Stock
2017-12-01
4
M
0
452
0.00
A
296136
D
Class A Common Stock
2017-12-01
4
F
0
159
71.635
D
295977
D
Class A Common Stock
2017-12-02
4
M
0
499
0.00
A
296476
D
Class A Common Stock
2017-12-02
4
F
0
176
71.36
D
296300
D
Restricted Stock Units
0.00
2017-12-01
4
M
0
12806
0.00
D
2017-12-01
2017-12-01
Class A Common Stock
12806
0
D
Restricted Stock Units
0.00
2017-12-01
4
M
0
702
0.00
D
2017-12-01
2017-12-01
Class A Common Stock
702
0
D
Restricted Stock Units
0.00
2017-12-01
4
M
0
452
0.00
D
2017-12-01
2017-12-01
Class A Common Stock
452
1807
D
Restricted Stock Units
0.00
2017-12-02
4
M
0
499
0.00
D
2017-12-02
2017-12-02
Class A Common Stock
499
4488
D
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 1, 2014.
Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.
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 1, 2014.
Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on November 30, 2015.
Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on March 2, 2017.
Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
The performance-based restricted stock units were granted on December 1, 2014 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 issuable on June 1, 2016, provided the reporting person remained in the Company's service through such anniversary date. The remaining 2/3 of the vested performance-based restricted stock units were issuable on December 1, 2017, provided that the reporting person remained in the Company's service through such anniversary date.
The restricted stock units were granted on December 1, 2014 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 1, 2015, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units would be fully vested on the twelfth quarterly vesting date. The stock units were fully vested on December 1, 2017.
The restricted stock units were granted on November 30, 2015 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 1, 2016, 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 will be fully vested on December 1, 2018.
The restricted stock units were granted on March 2, 2017 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on June 2, 2017, 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 will be fully vested on March 2, 2020.
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Harry Demas, on behalf of CHANDRASEKARAN RAMAKRISHNAN, by Power of Attorney
2017-12-05
EX-24.4_755201
2
poa.txt
POA DOCUMENT
Exhibit 24
Limited Power of Attorney for Section 16 Reporting Obligations
With respect to holdings of and transactions in securities issued by Cognizant
Technology Solutions Corporation (the "Company"), the undersigned hereby
constitutes and appoints the individuals named on Schedule A attached hereto and
as may be amended from time to time, or any of them signing singly, with full
power of substitution and resubstitution, to act as the undersigned's true and
lawful attorney-in-fact to:
1. prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the United States Securities and Exchange Commission (the "SEC") a
Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain and/or regenerate codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or
regulation of the SEC;
2. execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance
with Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules thereunder;
3. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority; and
4. take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.
The undersigned acknowledges that the attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by Cognizant
Technology Solutions Corporation, unless earlier revoked by the undersigned in a
signed writing delivered to the attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of September, 2017.
/s/ CHANDRASEKARAN RAMAKRISHNAN
Schedule A
Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and
Resubstitution:
1. Karen McLoughlin, Chief Financial Officer
2. Matthew Friedrich, Executive Vice President, General Counsel and Chief
Corporate Affairs Officer and Corporate Secretary
3. Joelle Quilla, General Counsel - Client & Corporate Services
4. Harry Demas, Vice President, Assistant General Counsel