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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X
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*
ICAHN CARL C

(Last) (First) (Middle)
C/O ICAHN ASSOCIATES HOLDING LLC
767 FIFTH AVE., SUITE 4700

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
XEROX CORP [ XRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Member of 10% group
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
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
1. Name and Address of Reporting Person*
ICAHN CARL C

(Last) (First) (Middle)
C/O ICAHN ASSOCIATES HOLDING LLC
767 FIFTH AVE., SUITE 4700

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HIGH RIVER LIMITED PARTNERSHIP

(Last) (First) (Middle)
445 HAMILTON AVENUE
SUITE 1210

(Street)
WHITE PLAINS NY 10601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICAHN PARTNERS LP

(Last) (First) (Middle)
445 HAMILTON AVENUE
SUITE 1210

(Street)
WHITE PLAINS NY 10601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICAHN PARTNERS MASTER FUND LP

(Last) (First) (Middle)
445 HAMILTON AVENUE
SUITE 1210

(Street)
WHITE PLAINS NY 10601

(City) (State) (Zip)
Explanation of Responses:
Remarks:
On May 13, 2018, Carl C. Icahn and the reporting persons controlled by him (collectively, the "Reporting Persons") terminated the "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act")) they previously formed with Mr. Darwin Deason and his affiliates, and, as a result, the Reporting Persons are no longer considered a 10% beneficial owner of any class of securities of Xerox Corporation. Therefore, the Reporting Persons are no longer subject to Section 16 of the Act with respect to any class of securities of Xerox Corporation and will no longer report transactions in any such securities on Form 4 or Form 5.
Carl C. Icahn 05/15/2018
High River Limited Partnership 05/15/2018
Icahn Partners LP 05/15/2018
Icahn Partners Master Fund LP 05/15/2018
** 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).
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