UNISYS CORP — Director's Dealing 2017

Feb 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNISYS CORP (UIS)
CIK: 0000746838
Period of Report: 2017-02-03

Reporting Person: El Sadany Tarek (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-03	Restricted Stock Units	$	A	3333	Acquired		Common Stock (4113)	Direct
2017-02-03	Restricted Stock Units	$	A	7164	Acquired		Common Stock (6871)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive 1.234 shares of Unisys Corporation common stock.

F2: Performance-based restricted stock units ("PB-RSUs") granted on June 2, 2015 under the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan. 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 June 2, 2016, 2017 and 2018, respectively. This report 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 June 2, 2017.

F3: Each restricted stock unit represents a contingent right to receive 0.959 shares of Unisys Corporation common stock.

F4: 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 operating profit for that year in each of 2015, 2016 and 2017, 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.