UNISYS CORP — Director's Dealing 2010

Feb 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNISYS CORP (UIS)
CIK: 0000746838
Period of Report: 2010-02-11

Reporting Person: LIFFLANDER CLAY B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-11	Common Stock	A	3786	—	Acquired	4581	Direct
2010-02-12	Common Stock	M	2103.6	—	Acquired	6684.6	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-12	Restricted Stock Units 09	$0	M	2103.6	Disposed		Common Stock (2103.6)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000000	Indirect

Footnotes

F1: Time-based restricted stock units granted under the terms and provisions of the Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan. The restricted stock units vest 100% on the date of grant, February 11, 2010.

F2: These securities are owned directly by MMI Investments, L.P., the general partner of which, MCM Capital Management, LLC ("MCM"), owns, indirectly as such general partner, its proportionate interest of these securities. The reporting person is a Voting Member and President of MCM. The reporting person and MCM disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, any such securities for any purpose.

F3: Each restricted stock unit represents a contingent right to receive one share of Unisys Corporation common stock.

F4: Time-based restricted stock units granted under the terms and provisions of the Unisys Corporation 2007 Long-Term Incentive and Equity Compensation Plan. The restricted stock units vest in three annual installments beginning February 12, 2010.

F5: Includes previously granted restricted stock units that have been adjusted to reflect a one-for-ten reverse stock split of the Issuer's common stock effected at 11:59 p.m. on October 23, 2009. Pursuant to the exemption under Rule 16a-9(a) of the Securities Exchange Act of 1934, these adjustment transactions are not required to be reported.