Xerox Holdings Corp — Director's Dealing 2021

Mar 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xerox Holdings Corp (XRX)
CIK: 0001770450
Period of Report: 2021-03-04

Reporting Person: ICAHN CARL C (10% Owner)
Reporting Person: ICAHN PARTNERS LP (10% Owner)
Reporting Person: ICAHN PARTNERS MASTER FUND LP (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-04	Forward Contract (obligation to purchase)	$	J	1	Acquired	2023-02-22	Common Stock, $1 par value ("Shares") (817076)	Indirect
2021-03-05	Forward Contract (obligation to purchase)	$	J	1	Acquired	2023-02-22	Shares (29118)	Indirect

Footnotes

F1: Icahn Partners LP ("Icahn Partners") directly beneficially owns 16,826,379 Shares and Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 11,942,856 Shares.

F2: On March 4, 2021, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 478,077 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 338,999 Shares, in each case at a forward price of $20 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of Icahn Partners and Icahn Master paid the counterparty to the forward contract $5.25 per Share upon establishing the contract. Subject to the rights of Icahn Partners and Icahn Master to accelerate the settlement date, the forward contracts will settle on February 22, 2023.

F3: On March 5, 2021, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 17,021 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 12,097 Shares, in each case at a forward price of $20 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of Icahn Partners and Icahn Master paid the counterparty to the forward contract $5.41 per Share upon establishing the contract. Subject to the rights of Icahn Partners and Icahn Master to accelerate the settlement date, the forward contracts will settle on February 22, 2023.

F4: The forward contracts provide for physical settlement, with Icahn Partners and Icahn Master, respectively, retaining the right to elect cash settlement. None of the forward contracts give Icahn Partners or Icahn Master, as applicable, direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

F5: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.

F6: Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master.

F7: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.