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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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) | ||
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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 | (1) | 09/03/2024 | A | 5,991 | (2) | (2) | Class A Common Stock | 5,991 | $ 0 | 5,991 | D | ||||
| Restricted Stock Units | (3) | 09/03/2024 | A | 4,884 | (4) | (4) | Class A Common Stock | 4,884 | $ 0 | 4,884 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Varrier Rajesh C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 300 FRANK W. BURR BLVD. STE 36, 6 FL TEANECK, NJ 07666 |
EVP-Global Head of Operations | |||
| /s/ Carrie P. Ryan, on behalf of Rajesh Varrier, by Power of Attorney | 09/05/2024 | |
| **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) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company"). |
| (2) | A total of 5,991 RSUs were granted on September 3, 2024, under the Company's 2023 Incentive Award Plan and will vest in eight successive quarterly installments, with 1/8th of such RSUs first vesting on December 1, 2024, and each quarterly anniversary of such date so that such RSUs will be fully vested on the eighth quarterly vesting date (September 1, 2026). |
| (3) | Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. |
| (4) | A total of 4,884 RSUs were granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and will vest in 10 successive quarterly installments, with (i) 1/6th of such RSUs vesting on each of December 15, 2024 and the quarterly anniversary of such date; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the following four quarterly anniversaries of such date; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the following three quarterly anniversaries of such date; and (iv) the remainder of such RSUs vesting on (March 15, 2026). |