UNISYS CORP — Director's Dealing 2017

Feb 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNISYS CORP (UIS)
CIK: 0000746838
Period of Report: 2017-02-10

Reporting Person: Thomson Michael M (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-10	Common Stock	M	960	—	Acquired	960	Direct
2017-02-10	Common Stock	M	1001	—	Acquired	1961	Direct
2017-02-10	Common Stock	F	357	$14.15	Disposed	1604	Direct
2017-02-10	Common Stock	F	373	$14.15	Disposed	1231	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-10	Restricted Stock Units	$	M	1001	Acquired		Common Stock (960)	Direct
2017-02-10	Restricted Stock Units	$	M	1001	Acquired		Common Stock (1001)	Direct

Footnotes

F1: Each restricted share represents a contingent right to receive 0.959 shares of Unisys Corporation common stock.

F2: Performance-based restricted stock units ("PB-RSUs")granted on February 11, 2016 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 the operating profit for that year in each of 2016,2017, and 2018, respectively, and then such earned PB-RSUs vest on February 11, 2017, 2018 and 2019. This report only relates to the PB-RSUs the reporting person earned based on the 2016 performance goal. All shares resulting from such earned PB-RSUs vest on February 11, 2017.

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 Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan. The restricted stock units vest in three equal annual installments beginning February 11, 2017.