Xerox Holdings Corporation

01/14/2025 | Press release | Distributed by Public on 01/14/2025 18:23

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 *
Gueden Jacques-Edouard
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)
See Remarks
(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 8,061(1) D $ 0 113,190(2) D
Common Stock 01/12/2025 M 8,061(1) A (3) 51,320(4) D
Common Stock 01/12/2025 F 4,515 D $9.05 46,805(5) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Gueden Jacques-Edouard
XEROX HOLDINGS CORPORATION
P.O. BOX 4505 201 MERRITT 7
NORWALK, CT 06851-1056 		See Remarks

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 15,885 Restricted Stock Units, of which 7,824 vested on January 12, 2024 and 8,061 vested on January 12, 2025.
(2) Includes (i) 1,451 RSUs which previously vested on January 11, 2024, (ii) 7,824 RSUs which previously vested on January 12, 2024, (iii) 11,007 RSUs which previously vested on January 18, 2024, (iv) 8,398 RSUs which previously vested on January 19, 2024 and (v) 5,719 RSUs which previously vested on February 1, 2024, and were included in the Reporting Person's previously reported total. Of the 34,399 Restricted Stock Units that previously vested, 19,265 were withheld and disposed of for taxes, resulting in an acquisition of 15,134 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 43,259 shares of common stock of the Issuer.
(5) Of the 8,061 Restricted Stock Units that vested, 4,515 were withheld and disposed of for taxes.

Remarks:
Chief Channel and Partner Officer
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.