0001144204-18-002948.txt : 20180122 0001144204-18-002948.hdr.sgml : 20180122 20180122092309 ACCESSION NUMBER: 0001144204-18-002948 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180122 FILED AS OF DATE: 20180122 DATE AS OF CHANGE: 20180122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DEASON DARWIN CENTRAL INDEX KEY: 0001079719 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04471 FILM NUMBER: 18538930 MAIL ADDRESS: STREET 1: 2828 N HASKELL AVENUE STREET 2: BLDG 1 FL-10 CITY: DALLAS STATE: TX ZIP: 75204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: XEROX CORP CENTRAL INDEX KEY: 0000108772 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 160468020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 MERRITT 7 STREET 2: PO BOX 4505 CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2039683000 MAIL ADDRESS: STREET 1: 201 MERRITT 7 STREET 2: PO BOX 4505 CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: HALOID XEROX INC DATE OF NAME CHANGE: 19730813 3 1 tv483672_3.xml OWNERSHIP DOCUMENT X0206 3 2018-01-22 0 0000108772 XEROX CORP XRX 0001079719 DEASON DARWIN 5956 SHERRY LN, SUITE 800 DALLAS TX 75225 0 0 0 1 Member of a 10% Group Common Stock, $1 par value 8580769 D Series B Convertible Perpetual Preferred Stock Common Stock, $1 par value 6741572 D This Form 3 is filed by Darwin Deason (the "Reporting Person") who may be considered a 10% beneficial owner because he has formed a "group" (within the meaning of Section 13(d)(3) of the Act), with Mr. Icahn and his affiliates. The group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the Shares beneficially owned by the Reporting Persons and all of the Shares beneficially owned by Mr. Icahn and his affiliates. Such group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), in the aggregate, 40,079,843 Shares. However, the Reporting Person expressly disclaims beneficial ownership of the 24,757,502 Shares beneficially owned by Mr. Icahn and his affiliates. The Reporting Person expressly retains the sole voting and investment power of the Shares that the Reporting Person beneficially owns. Mr. Icahn and his affiliates have filed a separate Form 3 with respect to their interests. The Series B Convertible Perpetual Preferred Stock (the "Series B Preferred Stock") is convertible at any time, at the holder's election, and has no expiration date. Each share of Series B Preferred Stock may be converted into 37.45318 shares of the Issuer's Common Stock ("Common Stock"), subject to customary anti-dilution adjustments. Under certain circumstances, the holder will also have the right to convert each share of Series B Preferred Stock into shares of Common Stock at an increased conversion rate. In addition, the Issuer will have the right, at its option, to cause any or all of the Series B Preferred Stock to be converted into shares of Common Stock at the then applicable conversion rate if the closing price of Common Stock exceeds a certain threshold for 20 trading days over a 30-day trading period, as specified in the Issuer's Restated Certificate of Incorporation. Upon the occurrence of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Issuer, the holder of Series B Preferred Stock shall be entitled to receive from the Issuer a distribution equal to the liquidation preference and any accrued and unpaid dividends through the date of such liquidating distribution. At any time on or following the fifth anniversary of a transfer by the holder of the Series B Preferred Stock to a person other than a permitted transferee, the Issuer has the option to redeem any or all of such transferred shares of Series B Preferred Stock in cash at a redemption price per share equal to the fair market value of such shares and any accrued and unpaid dividends to, but not including the redemption date. /s/ Darwin Deason 2018-01-22