Statement of Changes in Beneficial Ownership (4)
08 Março 2023 - 06:25PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person *
ROHLEDER STEPHEN J |
2. Issuer Name and Ticker or Trading
Symbol COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP., 300 FRANK W. BURR
BLVD., #36, 6TH FL. |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/6/2023
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(Street)
TEANECK, NJ 07666
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Deferred Stock Units |
(1) |
3/6/2023 |
|
A |
|
41 |
|
(2) |
(2) |
Class A Common Stock |
41.0 |
$0 |
41 |
D |
|
Explanation of
Responses: |
(1) |
Each deferred stock unit
("DSU") represents a right to receive one share of Class A Common
Stock of Cognizant Technology Solutions Corporation (the
"Company"). |
(2) |
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 a member of the
Company's Governance and Sustainability Committee on March 6, 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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
ROHLEDER STEPHEN J
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
300 FRANK W. BURR BLVD., #36, 6TH FL.
TEANECK, NJ 07666 |
X |
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Signatures
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/s/ Carrie P. Ryan, on behalf of Stephen J.
Rohleder, by Power of Attorney |
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3/8/2023 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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