0001677703-24-000058.txt : 20240403 0001677703-24-000058.hdr.sgml : 20240403 20240403181522 ACCESSION NUMBER: 0001677703-24-000058 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240401 FILED AS OF DATE: 20240403 DATE AS OF CHANGE: 20240403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAWITZ MICHAEL E CENTRAL INDEX KEY: 0001195645 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37817 FILM NUMBER: 24820623 MAIL ADDRESS: STREET 1: 1690 S CONGRESS AVE STREET 2: STE 201 CITY: DELRAY BEACH STATE: FL ZIP: 33445 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONDUENT Inc CENTRAL INDEX KEY: 0001677703 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services 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 wk-form4_1712182513.xml FORM 4 X0508 4 2024-04-01 0 0001677703 CONDUENT Inc CNDT 0001195645 KRAWITZ MICHAEL E 100 CAMPUS DRIVE SUITE 200 FLORHAM PARK NJ 07932 0 1 0 0 EVP, GC & Secretary 0 Common Stock 2024-04-01 4 A 0 117737 3.27 A 959928 D Common Stock 2024-04-01 4 A 0 68724 3.27 A 1028652 D RSU Awards of restricted stock units (RSUs) granted on April 1, 2024 that vest in equal amounts on December 31, 2024, December 31, 2025 and December 31, 2026. 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, 2026, 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, 2024 through December 31, 2026, the shares will vest on December 31, 2026 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 2024-04-03