Becky Schmitt - Feb 16, 2023 Form 4 Insider Report for COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)

Role
EVP and Chief People Officer
Signature
/s/ Carrie P. Ryan, on behalf of Becky Schmitt, by Power of Attorney
Stock symbol
CTSH
Transactions as of
Feb 16, 2023
Transactions value $
$0
Form type
4
Date filed
2/21/2023, 04:04 PM
Previous filing
Feb 7, 2023
Next filing
Feb 27, 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 Restricted Stock Units Award $0 +2.26K $0.00 2.26K Feb 16, 2023 Class A Common Stock 2.26K Direct F1, F2
transaction CTSH Restricted Stock Units Award $0 +37.7K $0.00 37.7K Feb 16, 2023 Class A Common Stock 37.7K Direct F3, F4
transaction CTSH Performance Stock Units Award $0 +19.1K $0.00 19.1K Feb 16, 2023 Class A Common Stock 19.1K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").
F2 A total of 2,260 RSUs were granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the twelfth quarterly vesting date (February 16, 2026).
F3 Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
F4 A total of 37,673 RSUs were granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on May 16, 2023, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (February 16, 2026).
F5 Each performance-based stock unit ("PSU") represents a contingent right to receive one share of Class A Common Stock of the Company.
F6 Represents a portion of the 20,857 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 and Human Capital Committee (the "Committee") determined, on February 16, 2023, that approximately 91.4% of 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 portion of the award shown in Table II above will vest and settle in Class A Common Stock of the Company on March 15, 2023, provided that the Reporting Person remains in the Company's service through such date.