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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 (4) | 03/01/2010 | M | 1,666 | 03/01/2010(5) | 03/01/2010(5) | Class A Common Stock | 1,666 | $ 0 (4) | 63,597 | D | ||||
Class A Common Stock Option (Right to Buy) (6) | $ 0 | 03/01/2010 | M | 50,000 | 08/07/2007 | 08/07/2016 | Class A Common Stock | 50,000 | $ 0 | 50,000 (7) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RAMAKRISHNAN CHANDRASEKARAN C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP 500 FRANK W. BURR BLVD TEANECK, NJ 07666 |
Pres. & MD, Global Delivery |
/s/ Steven Schwartz on behalf of Ramakrishnan Chandrasekaran, by Power of Attorney | 03/03/2010 | |
**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) | 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, 2009. |
(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) | Such shares were sold pursuant to a Rule 10b5-1 Sales Plan. |
(4) | Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock. |
(5) | The restricted stock units were granted on December 1, 2009 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in quarterly installments over three years, with 1/12th of the restricted stock units vesting on each quarterly vesting date so that the restricted stock units will be fully vested on the twelfth quarterly vesting date, December 1, 2012. |
(6) | Such options were granted on August 7, 2006 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options vest as follows: 25% on August 7, 2007; 25% on August 7, 2008; 25% on August 7, 2009 and 25% on August 7, 2010. The options will be fully vested on August 7, 2010. |
(7) | Excludes previously granted options for an aggregate of 298,000 shares of Class A Common Stock, which have different exercise and vesting dates. |