SEC Info - Thomson Michael M - ‘4’ for 2/26/21 re: Unisys Corp.

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)
2/26/21

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	2/26/21		M		6,224	A	$0	38,686	D
Common Stock	2/26/21		F		1,803	D	$24.55	36,883	D
Common Stock	2/26/21		M		9,760	A	$0	46,643	D
Common Stock	2/26/21		F		2,828	D	$24.55	43,815	D
Common Stock	2/26/21		M		4,000	A	$13.345	47,815	D
Common Stock	2/26/21		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⁾	2/26/21		M			6,224	⁽³⁾	⁽³⁾	Common Stock	6,224	$0	12,449	D
Common Stock	⁽⁴⁾	2/26/21		M			6,224	⁽⁵⁾	⁽⁵⁾	Common Stock	9,760	$0	0	D
Stock Option (Right to Buy)	$13.345	2/26/21		M			4,000	⁽⁶⁾	12/2/22	Common Stock	4,000	$0	0	D
Restricted Stock Units	⁽⁷⁾	2/26/21		A		16,972		⁽⁸⁾	⁽⁸⁾	Common Stock	16,972	$0	16,972	D
Restricted Stock Units	⁽⁹⁾	2/26/21		A		23,762		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	23,762	$0	23,762	D
Restricted Stock Units	⁽¹¹⁾	2/26/21		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	3/2/21
	** 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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
S	Open market or private sale of non-derivative or derivative security.

Thomson Michael M – ‘4’ for 2/26/21 re: Unisys Corp.

On: Tuesday, 3/2/21, at 5:46pm ET · For: 2/26/21 · Accession #: 746838-21-34 · File #: 1-08729

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Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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