UNISYS CORP — Director's Dealing 2017

Feb 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNISYS CORP (UIS)
CIK: 0000746838
Period of Report: 2017-02-06

Reporting Person: KENNEY GERALD P (SVP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-06	Common Stock	M	1203	—	Acquired	18664	Direct
2017-02-06	Common Stock	M	3336	—	Acquired	22000	Direct
2017-02-06	Common Stock	F	392	$13.35	Disposed	21608	Direct
2017-02-06	Common Stock	F	1089	$13.35	Disposed	20519	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-06	Restricted Stock Units	$	M	1203	Disposed		Common Stock (1203)	Direct
2017-02-06	Restricted Stock Units	$	M	3336	Disposed		Common Stock (3336)	Direct

Footnotes

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

F2: 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.

F3: Each restricted stock unit represents a contingent right to receive 1.234 shares of Unisys Corporation common stock.

F4: 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 2016 performance goal. All shares resulting from such earned PB-RSUs vested on February 5, 2017.