SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/12/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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) | 01/12/2023 | A | 76,804 | (2) | (2) | Class A Common Stock | 76,804 | $0 | 76,804 | D | ||||
Performance Stock Units | (3) | 01/12/2023 | A | 115,205 | (4) | (4) | Class A Common Stock | 115,205 | $0 | 115,205 | 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. A total of 76,804 RSUs were granted on January 12, 2023 under the Company's 2017 Incentive Award Plan (the "Plan") and will vest in four successive quarterly installments, commencing on April 12, 2023, with 1/4th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the fourth quarterly vesting date (January 12, 2024). |
3. Each performance-based stock unit ("PSU") represents a contingent right to receive one share of the Company's Class A Common Stock. |
4. Represents the maximum number of shares, and 250% of the target, issuable under the performance stock units ("PSUs") granted on January 12, 2023 under the Plan. At target payout, 46,082 shares would be issuable under the PSUs. The award will be payable based on absolute total stockholder return (measured as a compound annual growth rate) of the Company's common stock over the four years starting on January 12, 2023 (with share price adjustment downwards to account for dividends) (the "Stock Price CAGR"), as follows: 50% of the target will be issued if Stock Price CAGR is +10% (the "threshold level"); 100% of the target will be issued if Stock Price CAGR is +15%; 200% of the target will be issued if Stock Price CAGR is +17%; 250% of the target will be issued if Stock Price CAGR is +20% . The shares, if any, will vest on January 12, 2027. No shares will be granted below the threshold level, and the amount of shares granted between targets will be determined by linear interpolation. |
Remarks: |
/s/ Carrie P. Ryan, on behalf of Ravi Kumar Singisetti, by Power of Attorney | 01/17/2023 | |
** 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 Number. |