UNISYS CORP — Director's Dealing 2021

Mar 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNISYS CORP (UIS)
CIK: 0000746838
Period of Report: 2021-02-26

Reporting Person: Gupta Shalabh (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-26	Common Stock	M	2022	—	Acquired	27090	Direct
2021-02-26	Common Stock	F	592	$24.55	Disposed	26498	Direct
2021-02-26	Common Stock	M	3171	—	Acquired	29669	Direct
2021-02-26	Common Stock	F	908	$24.55	Disposed	28761	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-26	Restricted Stock Units	$	M	2022	Disposed		Common Stock (2022)	Direct
2021-02-26	Restricted Stock Units	$	M	2022	Disposed		Common Stock (3171)	Direct
2021-02-26	Restricted Stock Units	$	A	4412	Acquired		Common Stock (4412)	Direct
2021-02-26	Restricted Stock Units	$	A	4549	Acquired		Common Stock (4549)	Direct
2021-02-26	Restricted Stock Units	$	A	9098	Acquired		Common Stock (9098)	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 28, 2020 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest in three equal installments on February 28, 2021, 2022 and 2023, respectively (or if such date does not fall on a trading day, the immediately preceding trading day).

F3: Each restricted stock unit represents a contingent right to receive 1.5681 shares of Unisys Corporation common stock.

F4: Performance-based restricted stock units ("PB-RSUs") granted on February 28, 2020 under the Unisys Corporation 2019 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, 2020 through December 31, 2020, 2021 and 2022, respectively, and then such PB-RSUs vest on the later of February 28, 2021, 2022 and 2023, respectively (or if such date does not fall on a trading day, the immediately preceding trading day), and the date on which the Board of Directors verifies the vesting of the applicable tranche of the PB-RSU grant to Unisys Corporation's Chief Executive Officer. This report only relates to the PB-RSUs the reporting person earned during the 2020 performance period. All shares resulting from such earned PB-RSUs vested on February 26, 2021.

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

F6: Time-based restricted stock units ("TB-RSUs") granted on February 26, 2021 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest in three equal installments on February 26, 2022, 2023 and 2024, respectively (or if such date does not fall on a trading day, the immediately preceding trading day).

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

F8: Time-based restricted stock units ("TB-RSUs") granted on February 26, 2021 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest on February 26, 2024.

F9: Each restricted stock unit represents a contingent right to receive up to one share of Unisys Corporation common stock.

F10: Performance-based restricted stock units ("PB-RSUs") granted on February 26, 2021 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs will be eligible to vest at a conversion rate of between 0.5 shares to 1 share of Unisys Corporation common stock for each PB-RSU if the 20-trading day trailing average of the closing price of Unisys Corporation's common stock over any 20 consecutive trading days during the period from the grant date through February 26, 2024 is 10% to 20% higher (with the conversion rate determined by linear interpolation for increases between such range) than the closing price of Unisys Corporation's common stock on the grant date. If the stock price appreciation test is not met at least at the 10% level, then the PB-RSUs will not vest at all. If the stock price appreciation test is met at greater than the 20% level, then the PB-RSUs will vest at the rate of 1 share of Unisys Corporation common stock for each PB-RSU.