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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONDUENT Inc [ CNDT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/26/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Forward contract (obligation to purchase) | (1) | 11/26/2018 | J(1) | 1 | 11/26/2018 | 11/09/2020 | Common Stock, par value $0.01 per share ("Shares") | 92,910 | (1) | 1 | I | please see footnotes(1)(4)(5)(6)(7)(8) | |||
Forward contract (obligation to purchase) | (2) | 11/27/2018 | J(2) | 1 | 11/27/2018 | 11/09/2020 | Shares | 500,000 | (2) | 1 | I | please see footnotes(2)(4)(5)(6)(7)(8) | |||
Forward contract (obligation to purchase) | (3) | 11/28/2018 | J(3) | 1 | 11/28/2018 | 11/09/2020 | Shares | 360,000 | (3) | 1 | I | please see footnotes(3)(4)(5)(6)(7)(8) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On November 26, 2018, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 18,582 Shares, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 43,500 Shares and Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 30,828 Shares, in each case at a forward price of $10.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $3.26 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on November 9, 2020. |
2. On November 27, 2018, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 100,000 Shares, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 234,095 Shares and Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 165,905 Shares, in each case at a forward price of $10.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $3.21 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on November 9, 2020. |
3. On November 28, 2018, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 72,000 Shares, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 168,550 Shares and Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 119,450 Shares, in each case at a forward price of $10.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $3.19 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on November 9, 2020. |
4. The forward contracts provide for physical settlement, with High River, Icahn Partners and Icahn Master, respectively, retaining the right to elect cash settlement. None of the forward contracts give High River, Icahn Partners nor Icahn Master, as applicable, direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate. |
5. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. |
6. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |
7. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |
8. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |
CARL C. ICAHN | 11/28/2018 | |
ICAHN PARTNERS LP | 11/28/2018 | |
ICAHN PARTNERS MASTER FUND LP | 11/28/2018 | |
HIGH RIVER LIMITED PARTNERSHIP | 11/28/2018 | |
** 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. |