SEC Form 4 · accession 0001127602-17-008551
XEROX CORP · XRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darrell L Ford
Officer — Sr. Vice President & CHRO
Period of report
Feb 23, 2017
Accepted (ET)
Feb 27, 2017 · 2:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000108772
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | holding | — | — | — | 168,652 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3,F2 | $0.00 | Feb 23, 2017 | A | 67,325 | A | Aug 8, 1988 | Aug 8, 1988 | Common Stock | 67,325 | 67,325 | D |
Explanation of responses
- F1Reflects an antidilution adjustment to the number of RSUs that was made in connection with the legal and structural separation (the "Spin-Off") of Conduent Incorporated from Xerox Corporation ("Xerox"). The number of shares of Xerox's common stock subject to the award was adjusted based on the number of the shares subject to the RSU award immediately prior to the Spin-Off and (ii) the ratio of (A) the pre-Spin-Off closing price on December 30, 2016 of Xerox's common stock and (B ) the volume weighted average price of Xerox's common stock trading on the New York Stock Exchange on January 3, 2017.
- F2Not Applicable.
- F3These performance shares were earned based on the achievement of specific performance criteria that are not tied to the market price of Issuer securities. Performance shares, to the extent earned, are scheduled to vest three years from their respective grant date.