11/19/2024 | Press release | Distributed by Public on 11/19/2024 15:25
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (2) | 11/15/2024 | M | 208 | (7) | (7) | Class A Common Stock | 208 | $ 0 | 208 | D | ||||
Restricted Stock Units | (2) | 11/16/2024 | M | 1,224 | (8) | (8) | Class A Common Stock | 1,224 | $ 0 | 6,122 | D | ||||
Restricted Stock Units | (2) | 11/16/2024 | M | 627 | (9) | (9) | Class A Common Stock | 627 | $ 0 | 3,140 | D | ||||
Restricted Stock Units | (2) | 11/16/2024 | M | 565 | (10) | (10) | Class A Common Stock | 565 | $ 0 | 1,697 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kim John Sunshin C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 300 FRANK W. BURR BLVD., STE. 36, 6 FL. TEANECK, NJ 07666 |
EVP, CLO, CAO |
/s/ Carrie P. Ryan, on behalf of John Kim, by Power of Attorney | 11/19/2024 |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/3rd of 1/5th of the restricted stock unit ("RSU") award granted on November 15, 2022. |
(2) | Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. |
(3) | Shares of the Company's Class A Common Stock withheld to pay applicable taxes. |
(4) | Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 16, 2023 |
(5) | Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 16, 2023. |
(6) | Shares of Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on February 16, 2023. |
(7) | A total of 3,127 RSUs were originally granted on November 15, 2022 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in nine successive quarterly installments, commencing on February 15, 2023, with (i) 1/5th of such RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the ninth vesting date (February 15, 2025). |
(8) | A total of 14,692 RSUs were originally granted on February 16, 2023, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 16, 2026). |
(9) | A total of 7,534 RSUs were originally granted on February 16, 2023, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 16, 2026). |
(10) | A total of 6,781 RSUs were originally granted on February 16, 2023, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 16, 2026). |