Statement of Changes in Beneficial Ownership (4)
September 08 2021 - 6:27PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Hyttenrauch Gregory Lawrence |
2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP
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CTSH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, North America |
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(Last)
(First)
(Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP., 300 FRANK W. BURR BLVD., STE. 36, 6 FL. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/5/2021 |
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(Street)
TEANECK, NJ 07666
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 9/5/2021 | | M | | 243 (1) | A | (2) | 17844 | D | |
| Class A Common Stock | 9/5/2021 | | F | | 112 (3) | D | $76.55 | 17732 | D | |
| Class A Common Stock | 9/5/2021 | | M | | 1669 (4) | A | (2) | 19401 | D | |
| Class A Common Stock | 9/5/2021 | | F | | 769 (3) | D | $76.55 | 18632 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Stock Units | (2) | 9/5/2021 | | M | | | 243 | (5) | (5) | Class A Common Stock | 243.0 | $0 | 1460 | D | |
| Restricted Stock Units | (2) | 9/5/2021 | | M | | | 1669 | (6) | (6) | Class A Common Stock | 1669.0 | $0 | 6675 | D | |
| Explanation of Responses: |
| (1) | Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the restricted stock unit ("RSU") award granted on March 5, 2020. |
| (2) | Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. |
| (3) | Shares of the Company's Class A Common Stock withheld to pay applicable taxes. |
| (4) | Shares of Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on March 5, 2020. |
| (5) | The RSUs were granted on March 5, 2020 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on June 5, 2020, with 1/12th of the RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date. The RSUs will be fully vested on March 5, 2023. |
| (6) | The RSUs were granted on March 5, 2020 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on June 5, 2020, with (i) 1/8th of the RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of the RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of the RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of the RSUs vesting on the twelfth vesting date. The RSUs will be fully vested on March 5, 2023. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hyttenrauch Gregory Lawrence
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
300 FRANK W. BURR BLVD., STE. 36, 6 FL.
TEANECK, NJ 07666 |
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| President, North America |
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Signatures
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| /s/ Harry Demas, on behalf of Gregory Hyttenrauch, by Power of Attorney | | 9/8/2021 |
| **Signature of Reporting Person | Date |
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