06/17/2025 | Press release | Distributed by Public on 06/17/2025 14:09
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (2) | 06/15/2025 | M | 457 | (5) | (5) | Class A Common Stock | 457 | $ 0 | 5,036 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Telesmanic Robert C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 300 FRANK W. BURR BLVD., STE. 36, 6 FL. TEANECK, NJ 07666 |
SVP, Controller & CAO |
/s/ Kelli Arman, on behalf of Robert Telesmanic, by Power of Attorney | 06/17/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the restricted stock unit ("RSU") award granted on March 3, 2025. |
(2) | Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. |
(3) | Shares of the Company's Class A Common Stock withheld to pay applicable taxes. |
(4) | The reporting person has been the Appointed Fiduciary of the estate since May 2015. Except to the extent of his pecuniary interest, the reporting person disclaims beneficial ownership of the securities held by the estate. |
(5) | A total of 5,493 RSUs were originally granted on March 3, 2025, under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with 1/12th of such RSUs first vesting on June 15, 2025, and each quarterly anniversary of such date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 15, 2028). |