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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Lesko James H

(Last) (First) (Middle)
C/O XEROX CORPORATION
P.O. BOX 1600 / 800 LONG RIDGE ROAD

(Street)
STAMFORD CT 06904-1600

(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
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Incentive Stock Rights 9,334 D
Common Stock 5,447.37 I Employee Stock Ownership Plan
Common Stock 07/28/2006 M/K(4) 25,245 A $0(2) 39,264 D
Common Stock 07/28/2006 F(4) 14,018 D $14.2 25,246 D
Common Stock 07/28/2006 S(4) 11,227 D $14.22 14,019 D
Common Stock 07/28/2006 M 24,755 A $0(2) 38,774 D
Common Stock 07/28/2006 S 24,755 D $14.22 14,019 D
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
Stock Option $46.875 01/01/1999(1) 12/31/2008 Commom Stock 22,314 22,314 D
Stock Option $59.4375 01/01/2000(1) 12/31/2006 Commom Stock 1,104 1,104 D
Stock Option $47.5 03/01/2003 12/31/2009 Commom Stock 7,032 7,032 D
Stock Option $21.7812 01/01/2005 12/31/2009 Commom Stock 30,000 30,000 D
Stock Option $10.365 01/01/2003(1) 12/31/2011 Commom Stock 93,500 93,500 D
Stock Option $7.885 07/28/2006 M/K(4) 25,245 01/01/2004(1) 12/31/2012 Commom Stock 25,425 $0(2) 68,255 D
Stock Option $7.885 07/28/2006 M 24,755 01/01/2004(1) 12/31/2012 Commom Stock 24,755 $0(2) 43,500 D
Stock Option $13.685 01/01/2005(1) 12/31/2011 Common Stock 46,000 46,000 D
Performance Shares $0.0(2) 08/08/1988(2) 08/08/1988(2) Common Stock 8,833 8,833(3) D
Explanation of Responses:
1. Options vest over three years, 33.3% per year beginning in year shown.
2. Not Applicable
3. These performance shares were earned based on achievement of specific annual performance criteria that are not tied solely to the market price of Issuer securities. Performance shares, to the extent earned, are scheduled to vest three years from their respective grant date.
4. Stock options were excercised by stock swap using the attestation method
K. Boyle, Attorney-in-Fact 08/01/2006
** 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.