SEC Form 4 · accession 0001127602-17-001204
CONDUENT Inc · CNDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian J. Webb-Walsh
Officer — EVP & CFO
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 8:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001677703
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 3, 2017 | M | 4,701 | $13.72 | A | 4,701 | D | |
| Common StockF2 | Jan 3, 2017 | F | 1,817 | $13.72 | D | 2,884 | D | |
| Restricted E-LTIP (RSU)F3 | holding | — | — | — | 23,745 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Performance Shares vested and converted to shares of Conduent Incorporated ("Conduent") common stock, par value $0.01 per share ("Conduent Common Stock"). In connection with the legal and structural separation ("Spin-Off") of Conduent from Xerox Corporation ("Xerox"), each Xerox Performance Share award was converted into a Performance Share award in respect of shares of Conduent Common Stock pursuant to the terms of the employee matters agreement between Xerox and Conduent. The number of shares of Conduent Common Stock subject to the award was determined based on (i) the number of shares subject to the Xerox 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 common stock, par value $1.00 per share and (B) the volume weighted average price of Conduent Common Stock trading on the New York Stock Exchange on January 3, 2017 (the "Conduent Conversion Ratio").
- F2Shares withheld to pay for taxes on Performance Shares that have vested.
- F3In connection with the Spin-Off, each Xerox RSU award was converted into an RSU award in respect of shares of Conduent Common Stock pursuant to the terms of the employee matters agreement between Xerox and Conduent. The number of shares of Conduent Common Stock subject to the award was determined based on (i) the number of shares subject to the Xerox RSU award immediately prior to the Spin-Off and (ii) the Conduent Conversion Ratio. Each RSU represents a contingent right to receive one share of Conduent Common Stock. The RSUs cliff-vest.