Stephen J. Rohleder - Jan 12, 2023 Form 4 Insider Report for COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)

Role
Director
Signature
/s/ Carrie P. Ryan, on behalf of Stephen J. Rohleder, by Power of Attorney
Stock symbol
CTSH
Transactions as of
Jan 12, 2023
Transactions value $
$60,348
Form type
4
Date filed
1/17/2023, 03:30 PM
Previous filing
Sep 9, 2022
Next filing
Mar 8, 2023

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 Deferred Stock Units Award $60.3K +927 $65.10 927 Jan 12, 2023 Class A Common Stock 927 Direct F1, F2
transaction CTSH Restricted Stock Units Award $0 +309 $0.00 309 Jan 12, 2023 Class A Common Stock 309 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each deferred stock unit ("DSU") represents a right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").
F2 The Reporting Person elected, pursuant to the Company's Non-Employee Director Compensation Guidelines (the "Guidelines"), to receive fully vested shares of the Company's Class A Common Stock for 100% of the cash retainer awarded to him upon his appointment as Chair of the Board on January 12, 2023. The Reporting Person has also elected, pursuant to the Guidelines, to defer payment of the underlying shares until the first to occur of (1) a change in control, (2) the death or permanent disability of the Reporting Person, or (3) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability). The DSUs are fully vested.
F3 Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's Class A Common Stock.
F4 The Reporting Person was awarded 309 RSUs upon his appointment as Chair of the Board on January 12, 2023. These RSUs will vest fully on January 12, 2024. The Reporting Person has elected, pursuant to the Guidelines, to defer payment of such RSUs (and corresponding dividend equivalents, if any) until the first to occur of (1) a change in control, (2) the death or permanent disability of the Reporting Person, or (3) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability).

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney