UNISYS CORP — Director's Dealing 2016

Feb 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNISYS CORP (UIS)
CIK: 0000746838
Period of Report: 2016-02-05

Reporting Person: Loeser David (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-05	Common Stock	M	2899	—	Acquired	7425	Direct
2016-02-05	Common Stock	M	1204	—	Acquired	8629	Direct
2016-02-05	Common Stock	F	946	$10.31	Disposed	7683	Direct
2016-02-05	Common Stock	F	393	$10.31	Disposed	7290	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-05	Restricted Stock Units	$	M	2704	Disposed		Common Stock (2899)	Direct
2016-02-05	Restricted Stock Units	$	M	1204	Disposed		Common Stock (1204)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	915.273	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive 1.072 shares of Unisys Corporation common stock.

F2: Performance-based restricted stock units ("PB-RSUs") granted on February 5, 2015 under the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs are earned one-third annually over a three-year period to the extent Unisys Corporation achieves a performance goal relating to operating profit for that year in each of 2015, 2016 and 2017, respectively, and then such earned PB-RSUs vest on February 5, 2016, 2017 and 2018, respectively. This report only relates to the PB-RSUs the reporting person earned based on the 2015 performance goal. All shares resulting from such earned PB-RSUs vested on February 5, 2016.

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 of the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan. The restricted stock units vest in three equal annual installments beginning February 5, 2016.