Filing Details

Accession Number:
0001209191-14-072695
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-12-03 15:10:48
Reporting Period:
2014-12-01
Filing Date:
2014-12-03
Accepted Time:
2014-12-03 15:10:48
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1058290 Cognizant Technology Solutions Corp CTSH Services-Computer Programming Services (7371) 133728359
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1541806 Malcolm Frank Cognizant Technology Solutions Corp.
500 Frank W. Burr Blvd.
Teaneck NJ 07666
Exec. Vp, Strategy & Marketing No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2014-12-01 4,452 $0.00 6,571 No 4 M Direct
Class A Common Stock Disposition 2014-12-01 2,359 $54.05 4,212 No 4 F Direct
Class A Common Stock Disposition 2014-12-02 2,093 $54.41 2,119 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 F Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Restricted Stock Units Disposition 2014-12-01 4,452 $0.00 4,452 $0.00
Class A Common Stock Restricted Stock Units Acquisiton 2014-12-01 16,506 $0.00 16,506 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2014-12-01 2014-12-01 No 4 M Direct
16,506 No 4 A Direct
Footnotes
  1. Represents the number of shares of Class A Common Stock received from the vesting of 1/2 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 November 28, 2011.
  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. Such shares were sold pursuant to a Rule 10b5-1 Sales Plan.
  4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.30 to $54.50. 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 range set forth in this footnote to this Form 4.
  5. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.
  6. The performance-based restricted stock units were granted on November 28, 2011 under the Cognizant Technology Solutions Corporation 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 1/2 of the vested performance-based restricted stock units were issuable on June 3, 2013, provided that the reporting person remained in the Company's service through such date. The remaining 1/2 of the vested performance-based restricted stock units were issuable on December 1, 2014, provided that the reporting person remained in the Company's service through such date.
  7. 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, 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, 2017.