John M. Dineen - Nov 30, 2023 Form 4 Insider Report for COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)

Role
Director
Signature
/s/ Carrie P. Ryan, on behalf of John M. Dineen, by Power of Attorney
Stock symbol
CTSH
Transactions as of
Nov 30, 2023
Transactions value $
$0
Form type
4
Date filed
12/4/2023, 04:17 PM
Previous filing
Nov 15, 2023
Next filing
Mar 1, 2024

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 +80 +0.41% $0.00 19.5K Nov 30, 2023 Class A Common Stock 80 Direct F1, F2, F3
transaction CTSH Restricted Stock Units Award $0 +14.6 +0.41% $0.00 3.55K Nov 30, 2023 Class A Common Stock 14.6 Direct F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Board of Directors (the "Board") of Cognizant Technology Solutions Corporation (the "Company") has determined that all dividend equivalent rights on outstanding and any future restricted stock units (including deferred stock units and restricted stock units with deferred and non-deferred settlement) granted to current and future non-employee members of the Board that relate to ordinary cash dividends with a record date on or after September 7, 2023 shall be credited in the form of additional restricted stock units that are subject to the same terms (including vesting and settlement) as the restricted stock units to which they relate.
F2 Reflects restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding restricted stock units. Each restricted stock unit represents a right to receive one share of Class A Common Stock of the Company.
F3 The restricted stock units are fully vested. The Reporting Person has elected, pursuant to the Company's Non-Employee Director Compensation Guidelines (the "Guidelines"), to defer settlement of such restricted stock units 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).
F4 Reflects restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock of the Company.
F5 The restricted stock units will vest fully on June 6, 2024. The Reporting Person has elected, pursuant to the Guidelines, to defer settlement of such restricted stock units until the first to occur of (1) a change in control, (2) the death or permanent disability of the Reporting Person, or (3) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability).