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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| TSR Restricted Stock Units | $ 0 | 08/01/2024 | M | 2,185 | (1) | (1) | Common Stock | 3,632 | $ 0 | 4,370 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Prohl Kristen C/O UNISYS CORPORATION 801 LAKEVIEW DRIVE BLUE BELL, PA 19422 |
SVP, GC, Secretary & CAO | |||
| /s/ Alex Gonzalez, Attorney-in-Fact | 08/05/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | TSR-based restricted stock units ("TSR Based-RSUs") granted on August 1, 2023, with a target of 6,555 shares, under the Unisys Corporation 2023 Long-Term Incentive and Equity Compensation Plan. The TSR Based-RSUs are eligible to be earned in equal annual amounts over a three year period based on Unisys Corporation's relative total shareholder return ("rTSR") compared to the Russell 2000 Index (inclusive of dividends and stock splits) from January 1, 2023 through December 31, 2023, 2024 and 2025, respectively, and then such TSR Based-RSUs vest on the later of the respective anniversary date of the grant and the date on which the Compensation Committee certifies the achievement of the goals of the applicable tranche of the TSR Based-RSU grant. The payout ranges from 0 to 200% of target based on the rTSR from a percentile positioning perspective among the constituent companies of the Russell 2000 Index. Amount reported is target TSR Based-RSUs issuable. |