SEC Form 3 · accession 0001144204-18-002948
XEROX CORP · XRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darwin Deason
Other
Period of report
Jan 22, 2018
Accepted (ET)
Jan 22, 2018 · 9:23 am 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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $1 par valueF1 | holding | — | — | — | 8,580,769 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Perpetual Preferred StockF1,F3,F4,F2 | — | holding | — | — | — | — | — | Common Stock, $1 par value | 6,741,572 | — | D |
Explanation of responses
- F1This Form 3 is filed by Darwin Deason (the "Reporting Person") who may be considered a 10% beneficial owner because he has formed a "group" (within the meaning of Section 13(d)(3) of the Act), with Mr. Icahn and his affiliates. The group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the Shares beneficially owned by the Reporting Persons and all of the Shares beneficially owned by Mr. Icahn and his affiliates. Such group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), in the aggregate, 40,079,843 Shares. However, the Reporting Person expressly disclaims beneficial ownership of the 24,757,502 Shares beneficially owned by Mr. Icahn and his affiliates. The Reporting Person expressly retains the sole voting and investment power of the Shares that the Reporting Person beneficially owns. Mr. Icahn and his affiliates have filed a separate Form 3 with respect to their interests.
- F2The Series B Convertible Perpetual Preferred Stock (the "Series B Preferred Stock") is convertible at any time, at the holder's election, and has no expiration date.
- F3Each share of Series B Preferred Stock may be converted into 37.45318 shares of the Issuer's Common Stock ("Common Stock"), subject to customary anti-dilution adjustments. Under certain circumstances, the holder will also have the right to convert each share of Series B Preferred Stock into shares of Common Stock at an increased conversion rate. In addition, the Issuer will have the right, at its option, to cause any or all of the Series B Preferred Stock to be converted into shares of Common Stock at the then applicable conversion rate if the closing price of Common Stock exceeds a certain threshold for 20 trading days over a 30-day trading period, as specified in the Issuer's Restated Certificate of Incorporation.
- F4Upon the occurrence of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Issuer, the holder of Series B Preferred Stock shall be entitled to receive from the Issuer a distribution equal to the liquidation preference and any accrued and unpaid dividends through the date of such liquidating distribution. At any time on or following the fifth anniversary of a transfer by the holder of the Series B Preferred Stock to a person other than a permitted transferee, the Issuer has the option to redeem any or all of such transferred shares of Series B Preferred Stock in cash at a redemption price per share equal to the fair market value of such shares and any accrued and unpaid dividends to, but not including the redemption date.