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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (7) | 12/01/2017 | M | 5,023 | 12/01/2017(8) | 12/01/2017(8) | Class A Common Stock | 5,023 | $ 0 (7) | 0 | D | ||||
| Restricted Stock Units | $ 0 (7) | 12/01/2017 | M | 1,542 | 12/01/2017(9) | 12/01/2017(9) | Class A Common Stock | 1,542 | $ 0 (7) | 0 | D | ||||
| Restricted Stock Units | $ 0 (7) | 12/01/2017 | M | 1,161 | 12/01/2017(10) | 12/01/2017(10) | Class A Common Stock | 1,161 | $ 0 (7) | 5,805 | D | ||||
| Restricted Stock Units | $ 0 (7) | 12/01/2017 | M | 977 | 12/01/2017(11) | 12/01/2017(11) | Class A Common Stock | 977 | $ 0 (7) | 7,812 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kandiah Gajakarnan Vibushanan C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 500 FRANK W. BURR BLVD. TEANECK, NJ 07666 |
President - Digital Business | |||
| /s/ Harry Demas, on behalf of Gajakarnan V. Kandiah, by Power of Attorney | 12/05/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents the number of shares of Class A Common Stock received from the vesting of 1/2 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. |
| (2) | Includes 209 shares acquired under the Company's 2004 Employee Stock Purchase Plan, as amended, on September 30, 2017. |
| (3) | Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding. |
| (4) | 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. |
| (5) | Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on February 16, 2016. |
| (6) | 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, 2016. |
| (7) | Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. |
| (8) | 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, 1/2 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 1/2 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. |
| (9) | 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. |
| (10) | The restricted stock units were granted on February 16, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on June 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 March 1, 2019. |
| (11) | The restricted stock units were granted on December 1, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commending on March 1, 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 December 1, 2019. |
| Remarks: Exhibit List: Exhibit 24 - Power of Attorney | |