SEC Filing | Unisys Corporation

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SEC FORM 4 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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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^*

Thomson Michael M

(Last)

(First)

(Middle)

C/O UNISYS CORPORATION

801 LAKEVIEW DRIVE, SUITE 100

(Street)

BLUE BELL

19422

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNISYS CORP [ UIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2021		M		6,224	A	$0	38,686	D
Common Stock	02/26/2021		F		1,803	D	$24.55	36,883	D
Common Stock	02/26/2021		M		9,760	A	$0	46,643	D
Common Stock	02/26/2021		F		2,828	D	$24.55	43,815	D
Common Stock	02/26/2021		M		4,000	A	$13.345	47,815	D
Common Stock	02/26/2021		S		4,000	D	$24.6565⁽¹⁾	43,815	D
Common Stock								4,230.189	I	By USP Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	02/26/2021		M			6,224	⁽³⁾	⁽³⁾	Common Stock	6,224	$0	12,449	D
Common Stock	⁽⁴⁾	02/26/2021		M			6,224	⁽⁵⁾	⁽⁵⁾	Common Stock	9,760	$0	0	D
Stock Option (Right to Buy)	$13.345	02/26/2021		M			4,000	⁽⁶⁾	12/02/2022	Common Stock	4,000	$0	0	D
Restricted Stock Units	⁽⁷⁾	02/26/2021		A		16,972		⁽⁸⁾	⁽⁸⁾	Common Stock	16,972	$0	16,972	D
Restricted Stock Units	⁽⁹⁾	02/26/2021		A		23,762		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	23,762	$0	23,762	D
Restricted Stock Units	⁽¹¹⁾	02/26/2021		A		47,523		⁽¹²⁾	⁽¹²⁾	Common Stock	47,523⁽¹²⁾	$0	47,523	D

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.215 to $25.13, inclusive. The reporting person undertakes to provide Unisys Corporation, any security holder of Unisys Corporation or the staff of the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.

2. Each restricted stock unit represents a contingent right to receive one share of Unisys Corporation common stock.

3. Time-based restricted stock units ("TB-RSUs") granted on February 28, 2020 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest in three equal installments on February 28, 2021, 2022 and 2023, respectively (or if such date does not fall on a trading day, the immediately preceding trading day).

4. Each restricted stock unit represents a contingent right to receive 1.5681 shares of Unisys Corporation common stock.

5. Performance-based restricted stock units ("PB-RSUs") granted on February 28, 2020 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs are eligible to be earned in equal annual amounts over a three year period based on Unisys Corporation's relative total shareholder return compared to the Russell 2000 Index from January 1, 2020 through December 31, 2020, 2021 and 2022, respectively, and then such PB-RSUs vest on the later of February 28, 2021, 2022 and 2023, respectively (or if such date does not fall on a trading day, the immediately preceding trading day), and the date on which the Board of Directors verifies the vesting of the applicable tranche of the PB-RSU grant to Unisys Corporation's Chief Executive Officer. This report only relates to the PB-RSUs the reporting person earned during the 2020 performance period. All shares resulting from such earned PB-RSUs vested on February 26, 2021.

6. Stock option granted under the terms and provisions of the Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan. The stock option is exercisable in three annual installments beginning December 2, 2015.

7. Each restricted stock unit represents a contingent right to receive one share of Unisys Corporation common stock.

8. Time-based restricted stock units ("TB-RSUs") granted on February 26, 2021 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest in three equal installments on February 26, 2022, 2023 and 2024, respectively (or if such date does not fall on a trading day, the immediately preceding trading day).

9. Each restricted stock unit represents a contingent right to receive one share of Unisys Corporation common stock.

10. Time-based restricted stock units ("TB-RSUs") granted on February 26, 2021 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest on February 26, 2024.

11. Each restricted stock unit represents a contingent right to receive up to one share of Unisys Corporation common stock.

12. Performance-based restricted stock units ("PB-RSUs") granted on February 26, 2021 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs will be eligible to vest at a conversion rate of between 0.5 shares to 1 share of Unisys Corporation common stock for each PB-RSU if the 20-trading day trailing average of the closing price of Unisys Corporation's common stock over any 20 consecutive trading days during the period from the grant date through February 26, 2024 is 10% to 20% higher (with the conversion rate determined by linear interpolation for increases between such range) than the closing price of Unisys Corporation's common stock on the grant date. If the stock price appreciation test is not met at least at the 10% level, then the PB-RSUs will not vest at all. If the stock price appreciation test is met at greater than the 20% level, then the PB-RSUs will vest at the rate of 1 share of Unisys Corporation common stock for each PB-RSU.

	John M. Armbruster, attorney-in-fact	03/02/2021
	** 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.

POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 and 5

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Gerald P. Kenney, John M. Armbruster, and N. Natasha Redding,
signing singly, his/her true and lawful attorney-in-fact, in regard to ownership
of securities for Unisys Corporation (the "Company"), to:

(1)  execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;

(2)  do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such Form 3, 4
or 5 and the timely filing of such form with the United States Securities and
Exchange Commission and any other authority; and

(3)  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in his/her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his/her substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of January, 2021.


/s/ Michael M. Thomson
Signature

Michael M. Thomson
Print Name