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*
Gummadi Surya

(Last) (First) (Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
300 FRANK W. BURR BLVD., STE 36, 6 FL

(Street)
TEANECK NJ 07666

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2022
3. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Interim Americas Lead
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 1,544 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) (1) Class A Common Stock 205 (2) D
Restricted Stock Units (3) (3) Class A Common Stock 770 (2) D
Restricted Stock Units (4) (4) Class A Common Stock 729 (2) D
Restricted Stock Units (5) (5) Class A Common Stock 180 (2) D
Restricted Stock Units (6) (6) Class A Common Stock 396 (2) D
Restricted Stock Units (7) (7) Class A Common Stock 2,602 (2) D
Restricted Stock Units (8) (8) Class A Common Stock 427 (2) D
Restricted Stock Units (9) (9) Class A Common Stock 187 (2) D
Restricted Stock Units (10) (10) Class A Common Stock 4,037 (2) D
Restricted Stock Units (11) (11) Class A Common Stock 3,997 (2) D
Explanation of Responses:
1. A total of 1,225 restricted stock units ("RSUs") were originally granted on September 16, 2019 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 January 1, 2020, 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 (October 1, 2022).
2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
3. A total of 3,080 RSUs were originally granted on March 5, 2020 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 5, 2020, 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 5, 2023).
4. A total of 5,099 RSUs were originally granted on May 19, 2020 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in 11 successive quarterly quarterly installments, commencing on August 19, 2020, 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 (February 19, 2023).
5. A total of 902 RSUs were originally granted on September 13, 2020 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in 9 successive quarterly installments, commencing on January 1, 2021, with (i) 1/5th of such RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the ninth vesting date (January 13, 2023).
6. A total of 1,986 RSUs were originally granted on December 1, 2020 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in nine successive quarterly installments, commencing on March 1, 2021, with (i) 1/5th of such RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the ninth vesting date (March 1, 2023).
7. A total of 4,459 RSUs were originally granted on February 23, 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 23, 2021, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the twelfth quarterly vesting date (February 23, 2024).
8. A total of 1,026 RSUs were originally granted on February 23, 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 23, 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 23, 2024).
9. A total of 385 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 (February 17, 2024).
10. A total of 4,404 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).
11. A total of 4,568 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 (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 four successive 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 the RSUs vesting on the twelfth vesting date (March 1, 2025).
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Carrie P. Ryan, on behalf of Surya Gummadi, by Power of Attorney 07/06/2022
** 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).
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