SEC Form 4 · accession 0000746838-19-000019
UNISYS CORP · UIS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael M Thomson
Officer — VP and Corporate Controller
Period of report
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 5:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000746838
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 12, 2019 | M | 2,700 | $0.00 | A | 10,680 | D | |
| Common Stock | Feb 12, 2019 | F | 758 | $12.61 | D | 9,922 | D | |
| Common Stock | Feb 12, 2019 | M | 5,400 | $0.00 | A | 15,322 | D | |
| Common Stock | Feb 12, 2019 | F | 1,798 | $12.61 | D | 13,524 | D | |
| Common Stock | Feb 13, 2019 | M | 882 | $0.00 | A | 14,406 | D | |
| Common Stock | Feb 13, 2019 | F | 255 | $14.46 | D | 14,151 | D | |
| Common Stock | Feb 13, 2019 | M | 1,766 | $0.00 | A | 15,917 | D | |
| Common Stock | Feb 13, 2019 | F | 511 | $14.46 | D | 15,406 | D | |
| Common Stock | holding | — | — | — | 152 | I | By USP Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Feb 12, 2019 | M | 2,700 | D | — | — | Common Stock | 2,700 | 5,400 | D |
| Restricted Stock UnitsF3,F4 | — | Feb 12, 2019 | M | 2,700 | D | — | — | Common Stock | 5,400 | 0 | D |
| Restricted Stock UnitsF5,F6 | — | Feb 13, 2019 | M | 999 | D | — | — | Common Stock | 882 | 0 | D |
| Restricted Stock UnitsF7,F8 | — | Feb 13, 2019 | M | 1,572 | D | — | — | Common Stock | 1,766 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Unisys Corporation common stock.
- F2Time-based restricted stock units ("TB-RSUs") granted on February 12, 2018 under the Unisys Corporation 2016 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest in three equal annual installments beginning February 12, 2019.
- F3Each restricted stock unit represents a contingent right to receive two shares of Unisys Corporation common stock.
- F4Performance-based restricted stock units ("PB-RSUs") granted on February 12, 2018 under the Unisys Corporation 2016 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs are eligible to be earned in equal annual amounts over a three year period based on Unisys Corporation's relative total shareholder return compared to the Russell 2000 Index from January 1, 2018 through December 31, 2018, 2019 and 2020, respectively, and then such PB-RSUs vest on February 12, 2019, 2020 and 2021, respectively. This report only relates to the PB-RSUs the reporting person earned during the 2018 performance period. All shares resulting from such earned PB-RSUs vested on February 12, 2019.
- F5Each restricted stock unit represents a contingent right to receive 0.8822 shares of Unisys Corporation common stock.
- F6Performance-based restricted stock units ("PB-RSUs") granted on February 11, 2016 under the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs are eligible to be earned in equal annual amounts over a three-year period to the extent Unisys Corporation achieves a performance goal relating to operating profit for that year in each of 2016, 2017 and 2018, respectively, and then such PB-RSUs vest on February 11, 2017, 2018 and 2019, respectively or, if later, the date on which the achievement of the performance goal for each such year is finally determined. This report only relates to the PB-RSUs the reporting person earned during the 2018 performance period. All shares resulting from such earned PB-RSUs vested on February 13, 2019.
- F7Each restricted stock unit represents a contingent right to receive 1.1231 shares of Unisys Corporation common stock.
- F8Performance-based restricted stock units ("PB-RSUs") granted on February 9, 2017 under the Unisys Corporation 2016 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs are eligible to be earned in equal annual amounts over a three-year period to the extent Unisys Corporation achieves a performance goal relating to operating profit for that year in each of 2017, 2018 and 2019, respectively, and then such PB-RSUs vest on February 9, 2018, 2019 and 2020, respectively or, if later, the date on which the achievement of the performance goal for each such year is finally determined. This report only relates to the PB-RSUs the reporting person earned during the 2018 performance period. All shares resulting from such earned PB-RSUs vested on February 13, 2019.