SEC FORM 4

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^*

Morgenstern Ursula

(Last)

(First)

(Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

300 FRANK W. BURR BLVD., STE. 36, 6 FL.

(Street)

TEANECK

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/30/2022		M		4,209⁽¹⁾	A	⁽²⁾	17,862	D
Class A Common Stock	06/30/2022		M		3,156⁽¹⁾	A	⁽²⁾	21,018	D
Class A Common Stock	06/30/2022		M		4,573⁽³⁾	A	⁽²⁾	25,591	D
Class A Common Stock	06/30/2022		M		3,884⁽⁴⁾	A	⁽²⁾	29,475	D
Class A Common Stock	06/30/2022		F		7,504⁽⁵⁾	D	$67.49	21,971	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/30/2022		M			4,209	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,209	$0	0	D
Restricted Stock Units	⁽²⁾	06/30/2022		M			3,156	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,156	$0	0	D
Restricted Stock Units	⁽²⁾	06/30/2022		M			4,573	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	4,573	$0	0	D
Restricted Stock Units	⁽²⁾	06/30/2022		M			3,884	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	3,884	$0	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the accelerated vesting (in accordance with the terms of the Reporting Person's executive employment agreement) of the portion of the restricted stock unit ("RSU") award granted on December 14, 2020 which would have vested in the 12 months following June 30, 2022.

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

3. Shares of Class A Common Stock of the Company received from the accelerated vesting (in accordance with the terms of the Reporting Person's executive employment agreement) of the portion of the RSU award granted on February 23, 2021 which would have vested in the 12 months following June 30, 2022.

4. Shares of Class A Common Stock of the Company received from the accelerated vesting (in accordance with the terms of the Reporting Person's executive employment agreement) of the portion of the RSU award granted on March 1, 2022 which would have vested in the 12 months following June 30, 2022.

5. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.

6. A total of 12,627 RSUs were granted on December 14, 2020 under the Company's 2017 Incentive Award Plan and such originally granted amount was originally scheduled to vest in 12 quarterly installments over three years, commencing on March 14, 2021, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs would be fully vested on the twelfth quarterly vesting date (December 14, 2023). However, pursuant to the terms of the Reporting Person's executive employment agreement, the portion of such RSUs that would have vested in the 12-month period following June 30, 2022 accelerated and became immediately vested on such date. The remaining portion of the RSUs granted pursuant to such award was forfeited as of June 30, 2022 in accordance with the original terms of the award.

7. A total of 15,784 RSUs were granted on December 14, 2020 under the Company's 2017 Incentive Award Plan and such originally granted amount was originally scheduled to vest in nine successive quarterly installments, commencing on March 14, 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 14, 2023). However, pursuant to the terms of the Reporting Person's executive employment agreement, the portion of such RSUs that would have vested in the 12-month period following June 30, 2022 accelerated and became immediately vested on such date.

8. A total of 13,721 RSUs were granted on February 23, 2021 under the Company's 2017 Incentive Award Plan and such originally granted amount was originally scheduled to vest in 12 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 would be fully vested on the twelfth quarterly vesting date (February 23, 2024). However, pursuant to the terms of the Reporting Person's executive employment agreement, the portion of such RSUs that would have vested in the 12-month period following June 30, 2022 accelerated and became immediately vested on such date. The remaining portion of the RSUs granted pursuant to such award was forfeited as of June 30, 2022 in accordance with the original terms of the award.

9. A total of 11,654 RSUs were granted on March 1, 2022 under the Company's 2017 Incentive Award Plan and such originally granted amount was originally scheduled to vest in 12 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 would be fully vested on the twelfth quarterly vesting date (March 1, 2025). However, pursuant to the terms of the Reporting Person's executive employment agreement, the portion of such RSUs that would have vested in the 12-month period following June 30, 2022 accelerated and became immediately vested on such date. The remaining portion of the RSUs granted pursuant to such award was forfeited as of June 30, 2022 in accordance with the original terms of the award.

Remarks:

	/s/ Udele Lin, on behalf of Ursula Morgenstern, by Power of Attorney	07/05/2022
	** 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 4 (b)(v).
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