SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| 100 CAMPUS DRIVE, SUITE 200E |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONDUENT Inc
[ CNDT ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
06/01/2018
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Deferred Stock Units (DSU) |
06/01/2018 |
|
A |
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5,758
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A |
$19.25
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5,758 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
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|
/s/ Kevin Ciaglo, attorney |
06/01/2018 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Conduent, Inc.
Power of Attorney for Executing Forms 3, 4 and 5
The undersigned hereby constitutes and appoints each of James Michael Peffer,
Kevin Ciaglo and Antoinette Battiato as the undersigned?s true and lawful
attorneys-in-fact, with full powers to act alone, to execute and file with the
Securities and Exchange Commission and any stock exchange or similar authority
one or more beneficial ownership reports and any and all amendments thereto,
together with any and all exhibits relating thereto including this Power of
Attorney, in the name and on behalf of the undersigned, disclosing the
undersigned?s beneficial ownership of securities of Conduent Incorporated,
in connection with Section 16 and any other provisions of the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder (the
?SEC Rules?), which reports, amendments and exhibits shall contain such
information as any of James Michael Peffer, Kevin Ciaglo and Antoinette
Battiato deem appropriate. The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform each and every
act and thing whatsoever that said attorney or attorneys may deem necessary
or advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally. The undersigned acknowledges
that none of the foregoing attorneys-in-fact, in serving in such capacity,
which the undersigned acknowledges is at the request of the undersigned,
is assuming, nor is Conduent Incorporated assuming, any of the
undersigned?s responsibilities to comply with the SEC Rules. This Power of
Attorney shall remain in full force and effect with respect to each of the
foregoing attorneys-in-fact until the undersigned is no longer required to file
any of the aforementioned reports under the SEC Rules, unless earlier revoked
by the undersigned in a signed writing delivered to the applicable attorney
-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 22nd day of May, 2018.
/s/ Nicholas Graziano
Nicholas Graziano
