Form 3 COGNIZANT TECHNOLOGY For: Jun 04 Filed by: Nambiar Rajesh

June 14, 2021 6:11 PM EDT

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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 *
Nambiar Rajesh

(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)
06/04/2021
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)
President, Digital Business
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 2,956
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 28,300 (2) D  
Restricted Stock Units   (3)   (3) Class A Common Stock 18,006 (2) D  
Explanation of Responses:
1. The restricted stock units (the "RSUs") were granted on February 23, 2021 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on May 23, 2021, with 1/12th of the RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date. The RSUs will be fully vested on February 23, 2024.
2. Each RSU represents a contingent right to receive one share of the Class A Common Stock of Cognizant Technology Solutions Corporation.
3. The RSUs were granted on February 23, 2021 under the Cognizant Technology Solutions Corporation 2017 Incentive Award Plan and will vest in quarterly installments over three years, commencing on May 23, 2021, with (i) 1/8th of the RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of the RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of the RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of the RSUs vesting on the twelfth vesting date. The RSUs will be fully vested on February 23, 2024.
Remarks:
Mr. Nambiar was appointed Executive Vice President and President, Digital Business & Technology of Cognizant Technology Solutions Corporation's consolidated group of companies on June 4, 2021.
Exhibit List:  Exhibit 24 - Power of Attorney
/s/ Bryan Jenkins, on behalf of Rajesh Nambiar, by Power of Attorney 06/14/2021
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24

LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS


       With respect to holdings of and transactions in securities issued by Cognizant Technology
Solutions Corporation (the "Company"), the undersigned hereby constitutes and appoints the individuals
named on Schedule A attached hereto and as may be amended from time to time, or any of them signing
singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

       1.   prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the
United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments
thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and
passwords enabling the undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

       2.   execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16
of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

       3.   do and perform any and all acts for and on behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or
amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority;
and

       4.   take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution and resubstitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted.

       The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered
to the attorneys-in-fact.


       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of June 4, 2021.


By:  /s/ Rajesh Nambiar
Name:  Rajesh Nambiar



Schedule A


Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution:

1.    John Kim, Executive Vice President, General Counsel and Chief Corporate Affairs
Officer and Corporate Secretary

2.    Harry Demas, Deputy General Counsel, Corporate, Securities & M&A

3.    Bryan Jenkins, Associate General Counsel, Corporate, Securities and M&A


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