CONDUENT Inc — Director's Dealing 2020

Dec 30, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONDUENT Inc (CNDT)
CIK: 0001677703
Period of Report: 2020-12-18

Reporting Person: Wood Stephen Henry (VP, Corporate Controller)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	126339	Direct

Footnotes

F1: Includes: (1) 55,031 restricted stock units (RSU) awarded on September 30, 2020 that vest in equal amounts on September 30, 2021, September 30, 2022 and September 30, 2023. Each RSU converts to one share of Conduent Incorporated common stock upon vesting, and (2) 71,308 performance restricted stock units (PRSUs) that can only be settled in Conduent Incorporated (Company) common stock (Common Stock). PRSUs have two vesting conditions - a share price condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the price condition and service condition for each tranche is satisfied. The first vesting tranche pricing condition is the Common Stock trading during a consecutive 20-trading day period (Average Closing Price) above $3.18 (the "Share Base Price") by 50% and the service condition is employment with the Company at September 30, 2021. The second vesting tranche pricing condition is the Average Closing Price exceeding the Share Base Price by 100% and the service condition is employment with the Company at September 30, 2022. The third vesting tranche Pricing Conditions is the Average Closing Price exceeding the Share Base Price by 150% and the service condition is employment with the Company at September 30, 2023. If both conditions are not met for any individual vesting tranche by September 30, 2023, the portion of the award related to such tranche is forfeited. Each PRSU converts to one share of Conduent Incorporated common stock upon vesting.