John Kim - Feb 28, 2024 Form 4 Insider Report for COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)

Signature
/s/ Carrie P. Ryan, on behalf of John Kim, by Power of Attorney
Stock symbol
CTSH
Transactions as of
Feb 28, 2024
Transactions value $
$0
Form type
4
Date filed
3/1/2024, 06:19 PM
Previous filing
Feb 21, 2024
Next filing
Mar 5, 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 +15.3K $0.00 15.3K Feb 28, 2024 Class A Common Stock 15.3K Direct F1, F2
transaction CTSH Restricted Stock Units Award $0 +11.5K $0.00 11.5K Feb 28, 2024 Class A Common Stock 11.5K Direct F3, F4
transaction CTSH Performance Stock Units Award $0 +1.88K $0.00 1.88K Feb 28, 2024 Class A Common Stock 1.88K Direct F5, F6
transaction CTSH Performance Stock Units Award $0 +9.95K $0.00 9.95K Feb 28, 2024 Class A Common Stock 9.95K Direct F7, F8
* 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 15,290 RSUs were granted on February 28, 2024, under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with 1/12th of such RSUs first vesting on June 1, 2024, and each quarterly anniversary of such date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2027).
F3 Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
F4 A total of 11,467 RSUs were granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with (i) 1/8th of such RSUs vesting on each of June 1, 2024 and the next three quarterly anniversaries of such date; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the following four quarterly anniversaries of such date; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the following three quarterly anniversaries of such date; and (iv) the remainder of such RSUs vesting on the eleventh quarterly anniversary of such date (March 1, 2027).
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 2,058 PSUs (a) that were originally granted on February 23, 2021, 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 28, 2024, 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, 2024, provided that the Reporting Person remains in the Company's service through such date.
F7 Each PSU represents a contingent right to receive one share of Class A Common Stock of the Company.
F8 Represents a portion of the 10,889 PSUs (a) that were originally granted on March 29, 2021, 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 28, 2024, 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, 2024, provided that the Reporting Person remains in the Company's service through such date.