SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/09/2022 | 3. Issuer Name and Ticker or Trading Symbol COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 6,518 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (1) | Class A Common Stock | 6,659 | (2) | D | |
| Restricted Stock Units | (3) | (3) | Class A Common Stock | 3,168 | (2) | D | |
| Restricted Stock Units | (4) | (4) | Class A Common Stock | 2,803 | (2) | D | |
| Restricted Stock Units | (5) | (5) | Class A Common Stock | 1,169 | (2) | D | |
| Restricted Stock Units | (6) | (6) | Class A Common Stock | 4,263 | (2) | D | |
| Explanation of Responses: |
| 1. A total of 11,415 restricted stock units ("RSUs") were originally granted on February 1, 2021 under the Cognizant Technology Solutions Corporation (the "Company") 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 1, 2021, with 1/12th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date (February 1, 2024.) |
| 2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. |
| 3. A total of 7,610 RSUs were originally granted on February 1, 2021 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 1, 2021, 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 1, 2024.) |
| 4. A total of 4,204 RSUs were originally granted on May 17, 2021 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on August 17, 2021, with 1/12th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date (May 17, 2024.) |
| 5. A total of 2,452 RSUs were originally granted on May 17, 2021 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in 11 successive quarterly installments, commencing on August 17, 2021, with (i) 1/7th of such RSUs vesting on each of the first three vesting dates; (ii) 2/3rds of 1/7th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/7th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the eleventh vesting date (May 17, 2024.) |
| 6. A total of 4,650 RSUs were originally granted on March 1, 2022 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2022, with 1/12th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2025.) |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Carrie P. Ryan, on behalf of Robert C. Walker, by Power of Attorney | 06/17/2022 | |
| ** 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 5 (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. | ||