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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) | ||
| 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) | 12/09/2008 | A | 75,000 | (2) | (2) | Class A Common Stock | 75,000 | $ 0 | 84,867 (3) | D | ||||
| Class A Common Stock Option (Right to Buy) (4) | $ 18.21 | 12/09/2008 | A | 110,000 | 12/09/2009 | 12/09/2018 | Class A Common Stock | 110,000 | $ 0 | 379,500 (5) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Mehta Rajeev C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 500 FRANK W. BURR BLVD TEANECK, NJ 07666 |
COO, Global Client Services | |||
| /s/ Steven E. Schwartz on behalf of Rajeev Mehta, by Power of Attorney | 12/10/2008 | |
| **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 represents a contingent right to receive one share of the Company's Class A common stock. |
| (2) | The restricted stock units were granted under the Company's Amended and Restated 1999 Incentive Compensation Plan, as amended, and vest in quarterly installments over three years, with 1/12th of the stock units vesting on each quarterly vesting date so that the stock units will be fully vested on the twelfth quarterly vesting date. The stock units will be fully vested on December 9, 2011. |
| (3) | This number reflects the number of stock units beneficially owned following the reported transaction and includes multiple stock unit grants with different vesting dates. |
| (4) | Such options were granted on December 9, 2008 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan, as amended. Such options vest in four equal annual installments, with 25% of the options vesting on the one year anniversary of the grant date, 25% of the options vesting on the two year anniversary of the grant date, 25% of the options vesting on the three year anniversary of the grant date and 25% of the options vesting on the four year anniversary of the grant date, so that the options will be fully vested on the four year anniversary of the grant date. The options will be fully vested on December 9, 2012. The Date Exercisable above reflects the first anniversary date of such options. |
| (5) | This number reflects the number of stock options beneficially owned following the reported transaction and includes multiple option grants with different exercise prices and vesting dates. |