UNISYS CORP — Director's Dealing 2019

Feb 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNISYS CORP (UIS)
CIK: 0000746838
Period of Report: 2019-02-12

Reporting Person: ALTABEF PETER (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-12	Common Stock	M	49855	—	Acquired	343744	Direct
2019-02-12	Common Stock	F	19617	$12.61	Disposed	324127	Direct
2019-02-12	Common Stock	M	99710	—	Acquired	423837	Direct
2019-02-12	Common Stock	F	39235	$12.61	Disposed	384602	Direct
2019-02-13	Common Stock	M	41913	—	Acquired	426515	Direct
2019-02-13	Common Stock	F	16492	$14.46	Disposed	410023	Direct
2019-02-13	Common Stock	M	40713	—	Acquired	450736	Direct
2019-02-13	Common Stock	F	16020	$14.46	Disposed	434716	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-12	Restricted Stock Units	$	M	49855	Disposed		Common Stock (49855)	Direct
2019-02-12	Restricted Stock Units	$	M	49855	Disposed		Common Stock (99710)	Direct
2019-02-13	Restricted Stock Units	$	M	47509	Disposed		Common Stock (41913)	Direct
2019-02-13	Restricted Stock Units	$	M	36250	Disposed		Common Stock (40713)	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 ("TB-RSUs") granted on February 12, 2018 under the Unisys Corporation 2016 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest in three equal annual installments beginning February 12, 2019.

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

F4: Performance-based restricted stock units ("PB-RSUs") granted on February 12, 2018 under the Unisys Corporation 2016 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs are eligible to be earned in equal annual amounts over a three year period based on Unisys Corporation's relative total shareholder return compared to the Russell 2000 Index from January 1, 2018 through December 31, 2018, 2019 and 2020, respectively, and then such PB-RSUs vest on February 12, 2019, 2020 and 2021, respectively. This report only relates to the PB-RSUs the reporting person earned during the 2018 performance period. All shares resulting from such earned PB-RSUs vested on February 12, 2019.

F5: Each restricted stock unit represents a contingent right to receive 0.8822 shares of Unisys Corporation common stock.

F6: 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 eligible to be earned in equal annual amounts over a three-year period to the extent Unisys Corporation achieves a performance goal relating to operating profit for that year in each of 2016, 2017 and 2018, respectively, and then such PB-RSUs vest on February 11, 2017, 2018 and 2019, respectively or, if later, the date on which the achievement of the performance goal for each such year is finally determined. This report only relates to the PB-RSUs the reporting person earned during the 2018 performance period. All shares resulting from such earned PB-RSUs vested on February 13, 2019.

F7: Each restricted stock unit represents a contingent right to receive 1.1231 shares of Unisys Corporation common stock.

F8: Performance-based restricted stock units ("PB-RSUs") granted on February 9, 2017 under the Unisys Corporation 2016 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs are eligible to be earned in equal annual amounts over a three-year period to the extent Unisys Corporation achieves a performance goal relating to operating profit for that year in each of 2017, 2018 and 2019, respectively, and then such PB-RSUs vest on February 9, 2018, 2019 and 2020, respectively or, if later, the date on which the achievement of the performance goal for each such year is finally determined. This report only relates to the PB-RSUs the reporting person earned during the 2018 performance period. All shares resulting from such earned PB-RSUs vested on February 13, 2019.