Randall Edmon King - Aug 24, 2022 Form 3 Insider Report for CONDUENT Inc (CNDT)

Signature
/s/ Randall Edmon King
Stock symbol
CNDT
Transactions as of
Aug 24, 2022
Transactions value $
$0
Form type
3
Date filed
9/6/2022, 02:26 PM
Next filing
Jan 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CNDT Common Stock 221K Aug 24, 2022 Direct F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes: (1) 69,581 shares of common stock; (2) 19,177 Restricted Stock Units (RSU) remaining of the original grant awarded on June 30, 2020, 1/3 that vested on June 30, 2021 and June 30, 2022, and the remaining 1/3 will vest on June 30, 2023. Each RSU converts to one share of Conduent Incorporated common stock upon vesting; (3) 13,246 RSUs remaining of the original grant awarded on April 1, 2021, 1/3 that vested on December 31, 2021 the remaining 2/3 vest equally on December 31, 2022 and December 31, 2023;
F2 (4) 38,535 RSUs awarded on April 1, 2022 that vest in equal amounts on December 31, 2022, December 31, 2023 and December 31, 2024;
F3 (5) 26,949 Performance Restricted Stock Unit -- Share Hurdle (PRSU-Share Hurdle) awards remaining of the original grant awarded on June 30, 2020, 1/3 that vested on June 30, 2021 and June 30, 2022; the remaining 1/3 will vest on June 30, 2023. PRSU-Share Hurdle awards can only be settled in Conduent Incorporated (Company) common stock (Common Stock) and have two vesting conditions - a share hurdle 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 share hurdle condition and service condition for each tranche is satisfied. The first two vesting tranche share hurdle and service conditions were met. The third vesting tranche share hurdle condition is the Common Stock trading during a consecutive 20-trading day period (Average Closing Price) exceeding the grant date price (Share Base Price) by 150% and the service condition is employment with the Company at June 30, 2023. If both conditions are not met for the third vesting tranche by December 31, 2023, the portion of the award related to such tranche is forfeited. Each PRSU-Share Hurdle converts to one share of Conduent Incorporated common stock upon vesting;
F4 (6) 11,070 PRSU-Share Hurdle awards granted on April 1, 2021 that can only be settled in Company Common Stock. These PRSU-Share Hurdle awards have two vesting conditions - a share hurdle 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 share hurdle condition and service condition for each tranche is satisfied. The first vesting tranche share hurdle condition is the Average Closing Price exceeding the grant date price (Share Base Price) by 20% and the service condition is employment with the Company at December 31, 2021. The second vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 40% and the service condition is employment with the Company at December 31, 2022. The third vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 60% and the service condition is employment with the Company at December 31, 2023. If both conditions are not met for any individual vesting tranche by December 31, 2023, the portion of the award related to such tranche is forfeited; and
F5 (7) 42,080 PRSU-Share Hurdle awards granted on April 1, 2022 that can only be settled in Company Common Stock. These PRSU-Share Hurdle awards have two vesting conditions - a share hurdle 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 share hurdle condition and service condition for each tranche is satisfied. The first vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 15% and the service condition is employment with the Company at December 31, 2022. The second vesting tranche share hurdle 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 share hurdle condition 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.