Unisys (UIS) Form 4 UNISYS / Shalabh Gupta ownership change

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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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^*

Gupta Shalabh

(Last) (First) (Middle)

C/O UNISYS CORPORATION

801 LAKEVIEW DRIVE

(Street)

BLUE BELL PA 19422

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNISYS CORP [ UIS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2023

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	02/28/2023		M		755	A	$0	38,981	D
Common Stock	02/28/2023		F		261	D	$4.98	38,720	D
Common Stock	02/28/2023		M		2,023	A	$0	40,743	D
Common Stock	02/28/2023		F		699	D	$4.98	40,044	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
Restricted Stock Units	(1)	02/28/2023		M			755	(2)	(2)	Common Stock	755	$0	0	D
Restricted Stock Units	(3)	02/28/2023		M			2,023	(4)	(4)	Common Stock	2,023	$0	0	D
Restricted Stock Units	(5)	02/28/2023		A		21,754		(6)	(6)	Common Stock	21,754	$0	21,754	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive 0.3728 shares of Unisys Corporation common stock.

2. 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 is 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 2022 performance period. All shares resulting from such earned PB-RSUs vested on February 28, 2023.

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

4. 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 is such date does not fall on a trading day, the immediately preceding trading day).

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

6. Time-based restricted stock units ("TB-RSUs") granted on February 28, 2023 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest in three equal installments on February 28, 2024, 2025 and 2026, respectively (or if such date does not fall on a trading day, the immediately preceding trading day).

	Natasha Redding, attorney-in-fact	03/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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