Mark Prout - Apr 1, 2022 Form 4 Insider Report for CONDUENT Inc (CNDT)

Role: EVP, Chief Information Officer
Signature: /s/ Kevin Ciaglo, attorney-in-fact
Stock symbol: CNDT
Transactions as of: Apr 1, 2022
Transactions value $: $764,020
Form type: 4
Date filed: 4/4/2022, 04:21 PM
Previous filing: Feb 8, 2022
Next filing: Jun 30, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNDT	Common Stock	Award	$375K	+72.3K	+22.89%	$5.19	388K	Apr 1, 2022	Direct	F1
transaction	CNDT	Common Stock	Award	$389K	+75K	+19.32%	$5.19	463K	Apr 1, 2022	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Award of restricted stock units (RSU) granted on April 1, 2022 that vest in equal amounts on December 31, 2022, December 31, 2023 and December 31, 2024. Each RSU converts to one share of Conduent Incorporated common stock upon vesting.
F2	Award of performance restricted stock units (PRSUs) that can only be settled in Conduent Incorporated (Company) common stock (Common Stock). PRSUs have two vesting conditions - a share price condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the price condition and service condition for each tranche is satisfied. The first vesting tranche pricing condition is the Common Stock trading during a consecutive 20-trading day period (Average Closing Price) above the grant date price (Share Base Price) by 15% and the service condition is employment with the Company at December 31, 2022. The second vesting tranche pricing condition is the Average Closing Price exceeding the Share Base Price by 30% and the service condition is employment with the Company at December 31, 2023. The third vesting tranche Pricing Conditions is the Average Closing Price exceeding the Share Base Price by 50% and the service condition is employment with the Company at December 31, 2024. If both conditions are not met for any individual vesting tranche by December 31, 2024, the portion of the award related to such tranche is forfeited. Each PRSU converts to one share of Conduent Incorporated common stock upon vesting.

Content

Award of restricted stock units (RSU) granted on April 1, 2022 that vest in equal amounts on December 31, 2022, December 31, 2023 and December 31, 2024. Each RSU converts to one share of Conduent Incorporated common stock upon vesting.

Award of performance restricted stock units (PRSUs) that can only be settled in Conduent Incorporated (Company) common stock (Common Stock). PRSUs have two vesting conditions - a share price condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the price condition and service condition for each tranche is satisfied. The first vesting tranche pricing condition is the Common Stock trading during a consecutive 20-trading day period (Average Closing Price) above the grant date price (Share Base Price) by 15% and the service condition is employment with the Company at December 31, 2022. The second vesting tranche pricing condition is the Average Closing Price exceeding the Share Base Price by 30% and the service condition is employment with the Company at December 31, 2023. The third vesting tranche Pricing Conditions is the Average Closing Price exceeding the Share Base Price by 50% and the service condition is employment with the Company at December 31, 2024. If both conditions are not met for any individual vesting tranche by December 31, 2024, the portion of the award related to such tranche is forfeited. Each PRSU converts to one share of Conduent Incorporated common stock upon vesting.