Cognizant Technology Solutions (CTSH) Form 4 COGNIZANT TECHNOLOGY SOLUTIONS / RAMAKRISHNA PRASAD CHINTAMANENI 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^*

CHINTAMANENI RAMAKRISHNA PRASAD

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President Global Inds. & Cnslt

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2017

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	12/01/2017		M		9,900(1)	A	$0.00	18,972	D
Class A Common Stock	12/01/2017		F		5,104(2)	D	$71.36	13,868	D
Class A Common Stock	12/01/2017		M		2,611(3)	A	$0.00	16,479	D
Class A Common Stock	12/01/2017		F		1,346(2)	D	$71.36	15,133	D
Class A Common Stock	12/01/2017		M		392(4)	A	$0.00	15,525	D
Class A Common Stock	12/01/2017		F		203(2)	D	$71.36	15,322	D
Class A Common Stock	12/01/2017		M		2,089(5)	A	$0.00	17,411	D
Class A Common Stock	12/01/2017		F		1,077(2)	D	$71.36	16,334	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(6)	12/01/2017		M			9,900	12/01/2017(7)	12/01/2017(7)	Class A Common Stock	9,900	$0.00(6)	0	D
Restricted Stock Units	$0.00(6)	12/01/2017		M			2,611	12/01/2017(8)	12/01/2017(8)	Class A Common Stock	2,611	$0.00(6)	0	D
Restricted Stock Units	$0.00(6)	12/01/2017		M			392	12/01/2017(9)	12/01/2017(9)	Class A Common Stock	392	$0.00(6)	1,965	D
Restricted Stock Units	$0.00(6)	12/01/2017		M			2,089	12/01/2017(10)	12/01/2017(10)	Class A Common Stock	2,089	$0.00(6)	16,712	D

Explanation of Responses:

1. Represents the number of shares of Class A Common Stock received from the vesting of 2/3 of the vested performance based restricted stock units previously granted to the reporting person under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan on December 1, 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 1/12 of the restricted stock unit award granted on December 1, 2014.

4. Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on February 16, 2016.

5. Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on December 1, 2016.

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

7. The performance-based restricted stock units were granted on December 1, 2014 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 1/3 of the vested performance-based restricted stock units were issuable on June 1, 2016, provided the reporting person remained in the Company's service through such anniversary date. The remaining 2/3 of the vested performance-based restricted stock units were issuable on December 1, 2017, provided that the reporting person remained in the Company's service through such anniversary date.

8. The restricted stock units were granted on December 1, 2014 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 1, 2015, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units would be fully vested on the twelfth quarterly vesting date. The stock units were fully vested on December 1, 2017.

9. The restricted stock units were granted on February 16, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on June 1, 2016, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units will be fully vested on the twelfth quarterly vesting date. The stock units will be fully vested on March 1, 2019.

10. The restricted stock units were granted on December 1, 2016 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan and vest in quarterly installments over three years, commencing on March 1, 2017, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units will be fully vested on the twelfth quarterly vesting date. The stock units will be fully vested on December 1, 2019.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Harry Demas, on behalf of Ramakrishna Prasad Chintamaneni, by Power of Attorney	12/05/2017
	** Signature of Reporting Person	Date
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