Sec Form 4 Filing - Thiruvengadam Sridhar @ COGNIZANT TECHNOLOGY SOLUTIONS CORP - 2013-10-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Thiruvengadam Sridhar 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) Chief Operating Officer (Last) (First) (Middle) C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP., 500 FRANK W. BURR BLVD 3. Date of Earliest Transaction (MM/DD/YY) 10/21/2013 (Street) TEANECK, NJ07666 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 10/21/2013 M 20,000 A $ 21.75 42,328 D Class A Common Stock 10/21/2013 M 12,200 A $ 39.55 54,528 D Class A Common Stock 10/21/2013 M 10,000 A $ 11.44 64,528 D Class A Common Stock 10/21/2013 S 42,200 D ( 1 ) $ 86.5086 ( 2 ) 22,328 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class A Common Stock Option (Right to Buy) ( 3 ) $ 21.75 10/21/2013 M 20,000 05/17/2006 05/16/2015 Class A Common Stock 20,000 $ 0 0 D Class A Common Stock Option (Right to Buy) ( 4 ) $ 39.55 10/21/2013 M 12,200 06/14/2008 06/13/2017 Class A Common Stock 12,200 $ 0 0 D Class A Common Stock Option (Right to Buy) ( 5 ) $ 11.44 10/21/2013 M 10,000 03/04/2005 03/03/2014 Class A Common Stock 10,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thiruvengadam Sridhar C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP. 500 FRANK W. BURR BLVD TEANECK, NJ07666 Chief Operating Officer Signatures /s/ Steven Schwartz, on behalf of Sridhar Thiruvengadam, by Power of Attorney 10/23/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Such shares were sold pursuant to a Rule 10b5-1 Sales Plan. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.995 to $86.98. The reporting person undertakes to provide to Cognizant Technology Solutions Corporation, any security holder of Cognizant Technology Solutions Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. ( 3 )Such options were granted on May 17, 2005 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on May 17, 2009. The Date Exercisable above reflects the first anniversary date of such options. ( 4 )Such options were granted on June 14, 2007 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on June 14, 2011. The Date Exercisable above reflects the first anniversary date of such options. ( 5 )Such options were granted on March 4, 2004 pursuant to the Company's Amended and Restated 1999 Incentive Compensation Plan. Such options were fully vested on March 4, 2008. The Date Exercisable above reflects the first anniversary date of such options.

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.
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 Number.