CONDUENT Inc — Director's Dealing 2017

Jan 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONDUENT Inc (CNDT)
CIK: 0001677703
Period of Report: 2017-01-03

Reporting Person: Peffer James Michael (EVP, GC & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Common Stock	M	4026	$13.72	Acquired	4026	Direct
2017-01-03	Common Stock	F	1667	$13.72	Disposed	2359	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted E-LTIP (RSU)	53248	Direct

Footnotes

F1: Performance 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").

F2: Shares withheld to pay for taxes on Performance Shares that have vested.

F3: In 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-vesting.