0001209191-19-014716.txt : 20190228 0001209191-19-014716.hdr.sgml : 20190228 20190228184149 ACCESSION NUMBER: 0001209191-19-014716 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190226 FILED AS OF DATE: 20190228 DATE AS OF CHANGE: 20190228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DSOUZA FRANCISCO CENTRAL INDEX KEY: 0001231715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24429 FILM NUMBER: 19645806 MAIL ADDRESS: STREET 1: 500 GLENPOINTE CENTRE W 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 2019-02-26 0 0001058290 COGNIZANT TECHNOLOGY SOLUTIONS CORP CTSH 0001231715 DSOUZA FRANCISCO C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 500 FRANK W. BURR BLVD. TEANECK NJ 07666 1 1 0 0 Chief Executive Officer Restricted Stock Units 2019-02-26 4 A 0 83287 0.00 A Class A Common Stock 83287 83287 D Restricted Stock Units 2019-02-26 4 A 0 173741 0.00 A Class A Common Stock 173741 173741 D Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company"). The time-vesting restricted stock units (the "RSUs") were granted on February 26, 2019 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan. One fourth (1/4th) of the RSUs will vest and be settled and issuable to Mr. D'Souza on March 31, 2019 and 3/4ths will vest on June 30, 2019, provided with respect to each such date that Mr. D'Souza remains in the employment of the Company through such date. The shares of Common Stock underlying any RSUs vesting on June 30, 2019 shall be settled and issuable to Mr. D'Souza as follows: 1/3rd on June 30, 2019, 1/3rd on September 30, 2019 and 1/3rd on December 31, 2019. Represents the total number of performance-based restricted stock units (the "PSUs") that are eligible to vest as a result of the Company having attained certain performance milestones, as determined by the Company's Compensation Committee on February 26, 2019 based upon the Company's audited financial statements for the 2017 and 2018 fiscal years. The PSUs were granted on March 2, 2017 pursuant to the Company's 2009 Incentive Compensation Plan. In accordance with the award agreement, the PSUs were originally scheduled to vest 1/3rd on July 1, 2019 and 2/3rds on January 1, 2020. However, pursuant to a letter agreement entered into between the Company and Mr. D'Souza on February 1, 2019, subject to Mr. D'Souza's continued employment with the Company through June 30, 2019, the vesting of the PSUs will be fully accelerated and shall settle and become issuable to Mr. D'Souza on the date thereafter upon which his required release becomes effective. /s/ Harry Demas, on behalf of Francisco D'Souza, by Power of Attorney 2019-02-28