Statement of Changes in Beneficial Ownership (4)
25 Maio 2023 - 05:24PM
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 *
Gummadi Surya |
2. Issuer Name and Ticker or Trading
Symbol COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
EVP and President, Americas |
(Last)
(First)
(Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP., 300 FRANK W. BURR
BLVD., STE 36, 6 FL |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/23/2023
|
(Street)
TEANECK, NJ 07666 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
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 |
Class A Common Stock |
5/23/2023 |
|
M |
|
372 (1) |
A |
(2) |
11427 |
D |
|
Class A Common Stock |
5/23/2023 |
|
M |
|
42 (3) |
A |
(2) |
11469 |
D |
|
Class A Common Stock |
5/23/2023 |
|
F |
|
199 (4) |
D |
$63.30 |
11270 |
D |
|
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 |
Restricted Stock Units |
(2) |
5/23/2023 |
|
M |
|
|
372 |
(5) |
(5) |
Class A Common Stock |
372.0 |
$0 |
1115 |
D |
|
Restricted Stock Units |
(2) |
5/23/2023 |
|
M |
|
|
42 |
(6) |
(6) |
Class A Common Stock |
42.0 |
$0 |
129 |
D |
|
Explanation of
Responses: |
(1) |
Shares of Class A Common
Stock of Cognizant Technology Solutions Corporation (the "Company")
received from the vesting of 1/12th of the restricted stock unit
("RSU") award granted on February 23, 2021. |
(2) |
Each RSU represents a
contingent right to receive one share of the Company's Class A
Common Stock. |
(3) |
Shares of Class A Common
Stock of the Company received from the vesting of 1/3rd of 1/8th of
the RSU award granted on February 23, 2021. |
(4) |
Shares of the Company's
Class A Common Stock withheld to pay applicable taxes. |
(5) |
A total of 4,459 RSUs were
originally granted on February 23, 2021, under the Company's 2017
Incentive Award Plan and such originally granted amount began
vesting in quarterly installments over three years, commencing on
May 23, 2021, 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 23, 2024). |
(6) |
A total of 1,026 RSUs were
originally granted on February 23, 2021, under the Company's 2017
Incentive Award Plan and such originally granted amount began
vesting in quarterly installments over three years, commencing on
May 23, 2021, 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 23, 2024). |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Gummadi Surya
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
300 FRANK W. BURR BLVD., STE 36, 6 FL
TEANECK, NJ 07666 |
|
|
EVP and President, Americas |
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Signatures
|
/s/ Carrie P. Ryan, on behalf of Surya Gummadi,
by Power of Attorney |
|
5/25/2023 |
**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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