0001127602-23-012219.txt : 20230404 0001127602-23-012219.hdr.sgml : 20230404 20230404162618 ACCESSION NUMBER: 0001127602-23-012219 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230401 FILED AS OF DATE: 20230404 DATE AS OF CHANGE: 20230404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: King Mark E CENTRAL INDEX KEY: 0001945193 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37817 FILM NUMBER: 23798101 MAIL ADDRESS: STREET 1: 100 CAMPUS DRIVE STREET 2: SUITE 200 CITY: FLORHAM PARK STATE: NJ ZIP: 07932 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONDUENT Inc CENTRAL INDEX KEY: 0001677703 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 812983623 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 BUSINESS PHONE: 844-663-2638 MAIL ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 4 1 form4.xml PRIMARY DOCUMENT X0407 4 2023-04-01 0001677703 CONDUENT Inc CNDT 0001945193 King Mark E 100 CAMPUS DRIVE SUITE 200 FLORHAM PARK NJ 07932 1 EVP, Government Solutions 0 Common Stock 2023-04-01 4 A 0 116618 3.43 A 200490 D Common Stock 2023-04-01 4 A 0 40667 3.43 A 241157 D RSU Awards of restricted stock units (RSUs) granted on April 1, 2023 that vest in equal amounts on December 31, 2023, December 31, 2024 and December 31, 2025. Each RSU converts to one share of Conduent Incorporated common stock (Common Stock) upon vesting. Award of performance restricted stock units (PRSUs) that can only be settled in Common Stock. The PRSU award will cliff vest on December 31, 2025, subject to Conduent Incorporated's total shareholder return compared to its proxy peer group (rTSR) meeting certain thresholds. If Conduent Incorporated's rTSR achieves the 25th percentile (or higher) for the period April 1, 2023 through December 31, 2025, the shares will vest on December 31, 2025 and be adjusted and settled according to the following performance (with linear interpolation between points): 25th Percentile ranking is 50% payout; Median percentile ranking is 100% payout; and 75th percentile is 150% payout. The vested shares are paid out within 60 days following the vesting date. The PRSU award adjustment is capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 6x the fair market value of the target number of PRSUs on the date of grant. /s/ Michael Krawitz, attorney-in-fact 2023-04-04