Cognizant Technology Solutions (CTSH) Form 4 COGNIZANT TECHNOLOGY SOLUTIONS / FRANCISCO DSOUZA 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^*

DSOUZA FRANCISCO

(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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2018

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	01/10/2018		M		84,337	A	$9.105	541,667	D
Class A Common Stock	01/10/2018		S(1)		84,337	D	$74.0022(2)	457,330	D
Class A Common Stock	01/11/2018		M		155,663	A	$9.105	612,993	D
Class A Common Stock	01/11/2018		S(1)		155,663	D	$74.0553(3)	457,330	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
Class A Common Stock Option (Right to Buy)(4)	$9.105	01/10/2018		M			84,337	12/09/2009	12/09/2018	Class A Common Stock	84,337	$0.00	155,663	D
Class A Common Stock Option (Right to Buy)(4)	$9.105	01/11/2018		M			155,663	12/09/2009	12/09/2018	Class A Common Stock	155,663	$0.00	0	D

Explanation of Responses:

1. Such shares were sold pursuant to a Rule 10b5-1 Sales Plan.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.02, inclusive. The reporting person undertakes to provide to Cognizant Technology Solutions Corporation, any security holder of Cognizant Technology Solutions Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.20, inclusive.

4. Such options were granted on December 9, 2008 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan, as amended. Such options were 100% vested on December 9, 2012. The Date Exercisable above reflects the first anniversary date of such options.

Remarks:

	/s/ Harry Demas, on behalf of Francisco D'Souza, by Power of Attorney	01/12/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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