Conduent (CNDT) Form 3 CONDUENT / Louis Edward Keyes ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Keyes Louis Edward

(Last) (First) (Middle)

100 CAMPUS DRIVE

SUITE 200E

(Street)

FLORHAM PARK NJ 07932

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/18/2020

3. Issuer Name and Ticker or Trading Symbol
CONDUENT Inc [ CNDT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President & CRO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	365,554(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes: (1) 40,359 shares of common stock; (2) 10,718 restricted stock units (RSU) awarded on September 30, 2019 that vest in equal amounts on September 30, 2021 and September 30, 2022. Each RSU converts to one share of Conduent Incorporated common stock upon vesting; (3) 121,359 RSU awarded on April 1, 2020 that vest in equal amounts on December 31, 2020, December 31, 2021 and December 31, 2022. Each RSU converts to one share of Conduent Incorporated common stock upon vesting; and (4) 193,118 performance restricted stock units (PRSUs) that can only be settled in Conduent Incorporated (Company) common stock (Common Stock). PRSUs have two vesting conditions - a share price condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the price condition and service condition for each tranche is satisfied. The first vesting tranche pricing condition is the Common Stock trading during a consecutive 20-trading day period (Average Closing Price) above $2.06 (the "Share Base Price") by 50% and the service condition is employment with the Company at December 31, 2020. The second vesting tranche pricing condition is the Average Closing Price exceeding the Share Base Price by 100% and the service condition is employment with the Company at December 31, 2021. The third vesting tranche Pricing Conditions is the Average Closing Price exceeding the Share Base Price by 150% and the service condition is employment with the Company at December 31, 2022. If both conditions are not met for any individual vesting tranche by December 31, 2022, the portion of the award related to such tranche is forfeited. Each PRSU converts to one share of Conduent Incorporated common stock upon vesting.

	/s/ Kevin Ciaglo, attorney-in-fact	12/30/2020
	** 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 5 (b)(v).
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