Xerox Holdings Corporation

01/14/2025 | Press release | Distributed by Public on 01/14/2025 18:32

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Heiss Xavier
2. Issuer Name and Ticker or Trading Symbol
Xerox Holdings Corp [XRX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO
(Last) (First) (Middle)
XEROX HOLDINGS CORPORATION, P.O. BOX 4505 201 MERRITT 7 		3. Date of Earliest Transaction (Month/Day/Year)
01/12/2025
(Street)
NORWALK, CT 06851-1056 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Restricted Stock Unit 01/12/2025 M 14,395(1) D $ 0 169,196(2) D
Common Stock 01/12/2025 M 14,395(1) A (3) 134,103(4) D
Common Stock 01/12/2025 F 7,932 D $9.05 126,171(5) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Heiss Xavier
XEROX HOLDINGS CORPORATION
P.O. BOX 4505 201 MERRITT 7
NORWALK, CT 06851-1056 		CFO

Signatures

/s/ Eric Risi, as Attorney-in-Fact 01/14/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On January 12, 2022, the reporting person was granted an award of 28,366 Restricted Stock Units, of which 13,971 vested on January 12, 2024 and 14,395 vested on January 12, 2025.
(2) Includes (i) 11,604 which previously vested on January 11, 2024, (ii) 13,971 which previously vested on January 12, 2024, (iii) 20,441 which previously vested on January 18, 2024 and (iv) 13,997 which previously vested on January 19, 2024, and were previously included in the Reporting Person's previously reported total. Of the 60,013 Restricted Stock Units that previously vested, 33,069 were withheld and disposed of for taxes, resulting in an acquisition of 26,944 shares of common stock.
(3) Restricted Stock Units convert into common stock on a one-for-one basis.
(4) Prior to the date of this filing, the Reporting Person was the direct beneficial owner of 119,708 shares of common stock of the Issuer.
(5) Of the 14,395 Restricted Stock Units that vested, 7,932 were withheld and disposed of for taxes.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.