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CONDUENT Inc Director's Dealing 2021

Apr 6, 2021

32926_dirs_2021-04-05_b73a561f-9c63-44c1-99de-775e1af24210.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONDUENT Inc (CNDT)
CIK: 0001677703
Period of Report: 2021-04-01

Reporting Person: Prout Mark (EVP, Chief Information Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2021-04-01 Common Stock A 32514 $6.92 Acquired 334254 Direct
2021-04-01 Common Stock A 18115 $6.92 Acquired 352369 Direct

Footnotes

F1: Award of restricted stock units (RSU) granted on April 1, 2021 that vest in equal amounts on December 31, 2021, December 31, 2022 and December 31, 2023. Each RSU converts to one share of Conduent Incorporated common stock upon vesting.

F2: Award of 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 the grant date price (Share Base Price) by 20% and the service condition is employment with the Company at December 31, 2021. The second vesting tranche pricing condition is the Average Closing Price exceeding the Share Base Price by 40% and the service condition is employment with the Company at December 31, 2022. The third vesting tranche Pricing Conditions is the Average Closing Price exceeding the Share Base Price by 60% and the service condition is employment with the Company at December 31, 2023. If both conditions are not met for any individual vesting tranche by December 31, 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.