Robert Telesmanic - Mar 1, 2022 Form 4 Insider Report for COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)

Signature
/s/ Udele Lin, on behalf of Robert Telesmanic, by Power of Attorney
Stock symbol
CTSH
Transactions as of
Mar 1, 2022
Transactions value $
-$31,918
Form type
4
Date filed
3/3/2022, 05:56 PM
Previous filing
Feb 25, 2022
Next filing
Mar 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTSH Class A Common Stock Options Exercise +804 +6.1% 14K Mar 1, 2022 Direct F1, F2
transaction CTSH Class A Common Stock Tax liability -$31.9K -372 -2.66% $85.80 13.6K Mar 1, 2022 Direct F3
holding CTSH Class A Common Stock 800 Mar 1, 2022 By Parent's Estate F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CTSH Restricted Stock Units Options Exercise $0 -804 -33.37% $0.00 1.61K Mar 1, 2022 Class A Common Stock 804 Direct F2, F5
transaction CTSH Performance Stock Units Award $0 +3.14K $0.00 3.14K Mar 1, 2022 Class A Common Stock 3.14K Direct F6, F7
transaction CTSH Restricted Stock Units Award $0 +5.35K $0.00 5.35K Mar 1, 2022 Class A Common Stock 5.35K Direct F2, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 2/3rds of 1/5th of the restricted stock unit ("RSU") award granted on December 1, 2020.
F2 Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
F3 Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
F4 The reporting person has been the Appointed Fiduciary of the estate since May 2015. Except to the extent of his pecuniary interest, the reporting person disclaims beneficial ownership of the securities held by the estate.
F5 The RSUs were granted on December 1, 2020 under the Company's 2017 Incentive Award Plan and will vest in nine successive quarterly installments, commencing on March 1, 2021, with (i) 1/5th of the RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of the RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of the RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of the RSUs vesting on the ninth vesting date. The RSUs will be fully vested on March 1, 2023.
F6 Each performance-based stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock.
F7 Represents PSUs (a) that were originally granted on March 5, 2020 pursuant to the Company's 2017 Incentive Award Plan and (b) for which the Company's Compensation Committee (the "Committee") determined, on March 1, 2022, that the related performance criteria had been satisfied. In accordance with the award agreement, in light of the Committee's determination regarding the satisfaction of performance criteria, the award will vest and settle in Class A Common Stock of the Company on March 15, 2022, provided that the Reporting Person remains in the Company's service through such date.
F8 The RSUs were granted on March 1, 2022 under the Company's 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on June 1, 2022, 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 1, 2025.