Sokenu Claudius Form 4 Filed 2023-05-10

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Sokenu Claudius

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)
SVP, Gen. Counsel & Secretary

(Last)

(First)

(Middle)

C/O UNISYS CORPORATION, 801 LAKEVIEW DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2023

(Street)

BLUE BELL, PA 19422

(City)

(State)

(Zip)

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

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

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

05/08/2023

128,535

⁽²⁾

Common Stock

128,535

$ 0

128,535

Explanation of Responses:

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

PB-RSUs granted under 2023 Equity Plan. PB-RSUs vest on 5/8/26 if 20-trading day trailing average of closing price of common stock over the 20 consecutive trading day period ending on 5/7/26 is $8 or higher (Vesting Condition) at a conversion rate of .25 shares to 1 share of common stock for each PB-RSU if the 20-trading day trailing average of the closing price of common stock over any 20 consecutive trading days during the period from the grant date through 5/7/26 (Vesting Period) is $8 to $14 (determined by linear interpolation between such range). If 20-trading day trailing average of the closing price of common stock over any 20 consecutive trading days during the Vesting Period never meets or exceeds $8, then PB-RSUs will not vest at all. If Vesting Condition is satisfied and 20-trading day trailing average of the closing price of common stock over any 20 consecutive trading days during the Vesting Period exceeds $14, then PB-RSUs will vest at the rate of 1 share for each PB-RSU.

	Signatures
	Natasha Redding, attorney-in-fact	05/10/2023
	** Signature of Reporting Person	Date
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