SEC FORM 3

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^*

Thiruvengadam Sridhar

(Last)

(First)

(Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

500 FRANK W. BURR BLVD

(Street)

TEANECK

07666

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2013

3. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. 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 Beneficially Owned
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	20,249	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (Right to Buy)⁽¹⁾	03/04/2005	03/03/2014	Class A Common Stock	10,000	$11.44	D
Employee Stock Option (Right to Buy)⁽²⁾	05/17/2006	05/16/2015	Class A Common Stock	20,000	$21.75	D
Employee Stock Option (Right to Buy)⁽³⁾	06/14/2008	06/13/2017	Class A Common Stock	12,200	$39.55	D
Employee Stock Option (Right to Buy)⁽⁴⁾	03/14/2008	03/13/2017	Class A Common Stock	1,600	$44.91	I	By sibling.⁽⁵⁾
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,001	⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,467	⁽⁷⁾	D
Restricted Stock Units⁽⁹⁾⁽¹⁰⁾	⁽⁹⁾⁽¹⁰⁾	⁽⁹⁾⁽¹⁰⁾	Class A Common Stock	1,880	⁽⁹⁾⁽¹⁰⁾	D
Restricted Stock Units⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	Class A Common Stock	2,782	⁽¹¹⁾⁽¹²⁾	D
Restricted Stock Units⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾⁽¹⁴⁾	Class A Common Stock	843	⁽¹³⁾⁽¹⁴⁾	D

Explanation of Responses:

1. Such options were granted on March 4, 2004 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on March 4, 2008.

2. Such options were granted on May 17, 2005 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on May 17, 2009.

3. Such options were granted on June 14, 2007 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on June 14, 2011.

4. Such options were granted on March 14, 2007 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on March 14, 2011.

5. The reporting person disclaims beneficial ownership of the securities held by the reporting person's sibling.

6. The restricted stock units were granted on March 21, 2011 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in equal quarterly installments over 12 quarters beginning on February 1, 2012, so that the stock units will be fully vested on November 1, 2014.

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

8. The restricted stock units were granted on March 24, 2012 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in equal quarterly installments over 12 quarters beginning on June 24, 2012, so that the stock units will be fully vested on March 24, 2015.

9. Represents the total number of performance-based restricted stock units which vested based upon attainment by the Company of certain performance milestones, as determined by the Company's compensation committee on February 28, 2012 based upon the audited financials for the 2011 fiscal year. The performance-based restricted stock units were granted on March 21, 2011 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 50% of the vested performance-based restricted stock units were settled in the Company's Class A Common Stock on June 1, 2012. (Continued in the next footnote.)

10. (Continued from the previous footnote.) The remaining 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on December 2, 2013, provided that the grantee remains in the Company's service through such anniversary date. Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

11. Represents the total number of performance-based restricted stock units which vested based upon attainment by the Company of certain performance milestones, as determined by the Company's compensation committee on February 27, 2013 based upon the audited financials for the 2012 fiscal year. The performance-based restricted stock units were granted on November 28, 2011 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on June 3, 2013, provided the reporting person remains in the Company's service through such anniversary date. (Continued in the next footnote.)

12. (Continued from the previous footnote.) The remaining 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on December 1, 2014, provided that the grantee remains in the Company's service through such anniversary date. Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

13. Represents the total number of performance-based restricted stock units which vested based upon attainment by the Company of certain performance milestones, as determined by the Company's compensation committee on February 27, 2013 based upon the audited financials for the 2012 fiscal year. The performance-based restricted stock units were granted on March 24, 2012 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan. In accordance with the performance-based restricted stock unit award, 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on June 3, 2013, provided the reporting person remains in the Company's service through such anniversary date. (Continued in the next footnote.)

14. (Continued from the previous footnote.) The remaining 50% of the vested performance-based restricted stock units will be settled in the Company's Class A Common Stock on December 1, 2014, provided that the grantee remains in the Company's service through such anniversary date. Each performance-based restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Steven Schwartz, on behalf of Sridhar Thiruvengadam, by Power of Attorney	05/17/2013
	** Signature of Reporting Person	Date
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