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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Cohen Allan C (Last) (First) (Middle) 100 CAMPUS DRIVE SUITE 200E (Street) FLORHAM PARK NJ 07932 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CONDUENT Inc [ CNDT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP & Chief Accounting Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/28/2018
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/28/2018		F		1,031(1)	D	$10.59	6,704	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to pay for taxes due on Restricted Stock that have vested.

	/s/ Kevin Ciaglo, attorney	01/02/2019
	** 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.

Exhibit 24

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 Tonya Love-Lamorte 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 Tonya Love 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 18th day of October, 2017.

/s/ Allan C. Cohen
Allan C. Cohen