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UNISYS CORP Director's Dealing 2016

Feb 9, 2016

33416_dirs_2016-02-09_69d2c447-6b7d-44b4-83ab-19bc6bd086f8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HAUGEN JANET BRUTSCHEA (Senior Vice President and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-02-05 Common Stock M 5357 Acquired 42365 Direct
2016-02-05 Common Stock M 2221 Acquired 44586 Direct
2016-02-05 Common Stock F 1970 $10.31 Disposed 42616 Direct
2016-02-05 Common Stock F 786 $10.31 Disposed 41830 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-02-05 Restricted Stock Units $ M 4997 Disposed Common Stock (5357) Direct
2016-02-05 Restricted Stock Units $ M 2221 Disposed Common Stock (2221) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1463.979 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.