Statement of Changes in Beneficial Ownership (4)
08 Junho 2023 - 06:12PM
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)
6/6/2023
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(Street)
TEANECK, NJ 07666 |
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 |
(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 |
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 |
(1) |
6/6/2023 |
|
A |
|
4342 |
|
(2) |
(2) |
Class A Common Stock |
4342.0 |
$0 |
4342 |
D |
|
Deferred Stock Units |
(3) |
6/6/2023 |
|
A |
|
4745 |
|
(4) |
(4) |
Class A Common Stock |
4745.0 |
$62.17 |
4745 |
D |
|
Explanation of
Responses: |
(1) |
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"). |
(2) |
The RSUs will vest fully on
June 6, 2024. The Reporting Person has elected, pursuant to the
Company's Non-Employee Director Compensation Guidelines (the
"Guidelines"), to defer payment of such RSUs (and corresponding
dividend equivalents, if any) 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). |
(3) |
Each deferred stock unit
("DSU") represents a right to receive one share of the Company's
Class A Common Stock. |
(4) |
The Reporting Person
elected, pursuant to the Guidelines, to receive fully vested shares
of the Company's Class A Common Stock for 100% of the annual cash
retainers to which he is entitled for his service on the Company's
Board and its committees. The Reporting Person has also elected,
pursuant to the Guidelines, to defer payment of the underlying
shares (and corresponding dividend equivalents, if any) 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
|
/s/ Carrie P. Ryan, on behalf of Stephen J.
Rohleder, by Power of Attorney |
|
6/8/2023 |
**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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