SEC FORM 4

SEC Form 4

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^*

DSOUZA FRANCISCO

(Last)

(First)

(Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

500 FRANK W. BURR BLVD.

(Street)

TEANECK

07666

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/30/2018		M		26,872⁽¹⁾	A	$0.00	521,140	D
Class A Common Stock	11/30/2018		F		14,554⁽²⁾	D	$71.23	506,586	D
Class A Common Stock	12/01/2018		M		4,735⁽³⁾	A	$0.00	511,321	D
Class A Common Stock	12/01/2018		F		2,565⁽²⁾	D	$71.23	508,756	D
Class A Common Stock	12/01/2018		M		4,017⁽⁴⁾	A	$0.00	512,773	D
Class A Common Stock	12/01/2018		F		2,193⁽²⁾	D	$71.23	510,580	D
Class A Common Stock	12/02/2018		M		5,227⁽⁵⁾	A	$0.00	515,807	D
Class A Common Stock	12/02/2018		F		2,831⁽²⁾	D	$71.23	512,976	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00⁽⁶⁾	11/30/2018		M			26,872	11/30/2018⁽⁷⁾	11/30/2018⁽⁷⁾	Class A Common Stock	26,872	$0.00⁽⁶⁾	0	D
Restricted Stock Units	$0.00⁽⁶⁾	12/01/2018		M			4,735	12/01/2018⁽⁸⁾	12/01/2018⁽⁸⁾	Class A Common Stock	4,735	$0.00⁽⁶⁾	0	D
Restricted Stock Units	$0.00⁽⁶⁾	12/01/2018		M			4,017	12/01/2018⁽⁹⁾	12/01/2018⁽⁹⁾	Class A Common Stock	4,017	$0.00⁽⁶⁾	36,158	D
Restricted Stock Units	$0.00⁽⁶⁾	12/02/2018		M			5,227	12/02/2018⁽¹⁰⁾	12/02/2018⁽¹⁰⁾	Class A Common Stock	5,227	$0.00⁽⁶⁾	26,136	D

Explanation of Responses:

1. Represents the number of shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 2/3rds of the performance-based restricted stock unit award granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on November 30, 2015.

2. Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.

3. Shares of the Company's Class A Common Stock received from the vesting of 1/12th of the restricted stock unit award granted on November 30, 2015.

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 February 26, 2018.

5. Shares of the Company's Class A Common Stock received from the vesting of 1/12th of the restricted stock unit award granted on March 2, 2017.

6. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

7. The performance-based restricted stock units were granted on November 30, 2015 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award agreement, 1/3rd of the performance-based restricted stock units were vested and issuable on May 31, 2017, provided the reporting person remained in the Company's service through such date. The remaining 2/3rds of the performance-based restricted stock units were vested and issuable on November 30, 2018, provided that the reporting person remained in the Company's service through such date.

8. The restricted stock units were granted on November 30, 2015 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vested 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 would be fully vested on the twelfth quarterly vesting date. The stock units were fully vested on December 1, 2018.

9. The restricted stock units were granted on February 26, 2018 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and vest in quarterly installments over three years, commencing on June 1, 2018, 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 1, 2021.

10. 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.

Remarks:

	/s/ Harry Demas, on behalf of Francisco D'Souza, by Power of Attorney	12/04/2018
	** 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).
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