Cognizant Technology Solutions (CTSH) Form 4 COGNIZANT TECHNOLOGY SOLUTIONS / LAKSHMI NARAYANAN ownership change

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^*

NARAYANAN LAKSHMI

(Last) (First) (Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

500 FRANK W. BURR BLVD

(Street)

TEANECK NJ 07666

(City) (State) (Zip)

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)	X	Other (specify below)
Vice Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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
Class A Common Stock	06/03/2016		M		687(1)	A	$0.00	87,453	D
Class A Common Stock	06/03/2016		F		213(2)	D	$60.72	87,240	D
Class A Common Stock	06/04/2016		M		1,028(3)	A	$0.00	88,268	D
Class A Common Stock	06/04/2016		F		318(2)	D	$60.12	87,950	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	$0.00(4)	06/03/2016		M			687	06/03/2016(5)	06/03/2016(5)	Class A Common Stock	687	$0.00(4)	687	D
Restricted Stock Units	$0.00(4)	06/04/2016		M			1,028	06/04/2016(6)	06/04/2016(6)	Class A Common Stock	1,028	$0.00(4)	0	D

Explanation of Responses:

1. Shares of the Company's Class A Common Stock received from the vesting of 1/3 of the restricted stock unit award granted on June 3, 2014.

2. Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.

3. Shares of the Company's Class A Common Stock received from the vesting of 1/3 of the restricted stock unit award granted on June 4, 2013.

4. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

5. The restricted stock units were granted on June 3, 2014 and vest in three equal annual installments over three years, with 1/3rd of the stock units vesting on each annual vesting date so that the stock units will be fully vested on June 3, 2017.

6. The restricted stock units were granted on June 4, 2013 and vest in three equal annual installments over three years, with 1/3rd of the stock units vesting on each annual vesting date so that the stock units were fully vested on June 4, 2016.

Remarks:

	/s/ Harry Demas, on behalf of Lakshmi Narayanan, by Power of Attorney	06/07/2016
	** 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).
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