<SEC-DOCUMENT>0001127602-22-022090.txt : 20220906
<SEC-HEADER>0001127602-22-022090.hdr.sgml : 20220906
<ACCEPTANCE-DATETIME>20220906142637
ACCESSION NUMBER:		0001127602-22-022090
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20220824
FILED AS OF DATE:		20220906
DATE AS OF CHANGE:		20220906

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			King Randall Edmon
		CENTRAL INDEX KEY:			0001945195

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-37817
		FILM NUMBER:		221227975

	MAIL ADDRESS:	
		STREET 1:		100 CAMPUS DRIVE
		STREET 2:		SUITE 200
		CITY:			FLORHAM PARK
		STATE:			NJ
		ZIP:			07932

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONDUENT Inc
		CENTRAL INDEX KEY:			0001677703
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				812983623
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		100 CAMPUS DRIVE
		CITY:			FLORHAM PARK
		STATE:			NJ
		ZIP:			07932
		BUSINESS PHONE:		844-663-2638

	MAIL ADDRESS:	
		STREET 1:		100 CAMPUS DRIVE
		CITY:			FLORHAM PARK
		STATE:			NJ
		ZIP:			07932
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>form3.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2022-08-24</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001677703</issuerCik>
        <issuerName>CONDUENT Inc</issuerName>
        <issuerTradingSymbol>CNDT</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001945195</rptOwnerCik>
            <rptOwnerName>King Randall Edmon</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>100 CAMPUS DRIVE</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 200</rptOwnerStreet2>
            <rptOwnerCity>FLORHAM PARK</rptOwnerCity>
            <rptOwnerState>NJ</rptOwnerState>
            <rptOwnerZipCode>07932</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isOfficer>1</isOfficer>
            <officerTitle>EVP, Commercial Solutions</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>220638</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                    <footnoteId id="F5"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">Includes: (1) 69,581 shares of common stock; (2) 19,177 Restricted Stock Units (RSU) remaining of the original grant awarded on June 30, 2020, 1/3 that vested on June 30, 2021 and June 30, 2022, and the remaining 1/3 will vest on June 30, 2023.  Each RSU converts to one share of Conduent Incorporated common stock upon vesting; (3) 13,246 RSUs remaining of the original grant awarded on April 1, 2021, 1/3 that vested on December 31, 2021 the remaining 2/3 vest equally on December 31, 2022 and December 31, 2023;</footnote>
        <footnote id="F2">(4) 38,535 RSUs awarded on April 1, 2022 that vest in equal amounts on December 31, 2022, December 31, 2023 and December 31, 2024;</footnote>
        <footnote id="F3">(5) 26,949 Performance Restricted Stock Unit -- Share Hurdle (PRSU-Share Hurdle) awards remaining of the original grant awarded on June 30, 2020, 1/3 that vested on June 30, 2021 and June 30, 2022; the remaining 1/3 will vest on June 30, 2023.  PRSU-Share Hurdle awards can only be settled in Conduent Incorporated (Company) common stock (Common Stock) and have two vesting conditions - a share hurdle condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the share hurdle condition and service condition for each tranche is satisfied. The first two vesting tranche share hurdle and service conditions were met. The third vesting tranche share hurdle condition is the Common Stock trading during a consecutive 20-trading day period (Average Closing Price) exceeding the grant date price (Share Base Price) by 150% and the service condition is employment with the Company at June 30, 2023. If both conditions are not met for the third vesting tranche by December 31, 2023, the portion of the award related to such tranche is forfeited. Each PRSU-Share Hurdle converts to one share of Conduent Incorporated common stock upon vesting;</footnote>
        <footnote id="F4">(6) 11,070 PRSU-Share Hurdle awards granted on April 1, 2021 that can only be settled in Company Common Stock. These PRSU-Share Hurdle awards have two vesting conditions - a share hurdle condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the share hurdle condition and service condition for each tranche is satisfied. The first vesting tranche share hurdle condition is the Average Closing Price exceeding the grant date price (Share Base Price) by 20% and the service condition is employment with the Company at December 31, 2021. The second vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 40% and the service condition is employment with the Company at December 31, 2022. The third vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 60% and the service condition is employment with the Company at December 31, 2023. If both conditions are not met for any individual vesting tranche by December 31, 2023, the portion of the award related to such tranche is forfeited; and</footnote>
        <footnote id="F5">(7) 42,080 PRSU-Share Hurdle awards granted on April 1, 2022 that can only be settled in Company Common Stock. These PRSU-Share Hurdle awards have two vesting conditions - a share hurdle condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the share hurdle condition and service condition for each tranche is satisfied. The first vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 15% and the service condition is employment with the Company at December 31, 2022. The second vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 30% and the service condition is employment with the Company at December 31, 2023. The third vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 50% and the service condition is employment with the Company at December 31, 2024. If both conditions are not met for any individual vesting tranche by December 31, 2024, the portion of the award related to such tranche is forfeited.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ Randall Edmon King</signatureName>
        <signatureDate>2022-09-06</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>doc1.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML><HEAD><TITLE>Randall Edmon King  POA</TITLE></HEAD><BODY style="font-family:Bookman Old Style"><TABLE CELLSPACING="0" BORDER="0" WIDTH="588"><TR><TD VALIGN="TOP" COLSPAN="3"><H1 ALIGN="RIGHT" STYLE="font-size:140%">EXHIBIT 24</H1></TD></TR><TR height="10"><td><div /></td></TR><TR height="10"><td><div /></td></TR><TR><TD VALIGN="TOP" COLSPAN="3"><H1 ALIGN="center" STYLE="font-size:140%">Conduent Incorporated</H1><H2 ALIGN="CENTER" STYLE="font-size:120%">Power of Attorney<BR />
							for Executing Forms 3, 4 and 5</H2></TD></TR><TR height="10"><td><div /></td></TR><TR><TD VALIGN="TOP" COLSPAN="3"><dd />Know
								all men by these presents, that the undersigned, director or officer, or
								both, of Conduent Incorporated, hereby constitutes
								and appoints each of Michael Krawitz, attorney-in-fact, Stephen Wood, attorney-in-fact,
								signing singly, the undersigned's true and lawful attorney-in-fact to:
						</TD></TR><TR height="10"><td><div /></td></TR><TR><TD WIDTH="16%" VALIGN="TOP" ALIGN="center">
								(1)
						</TD><TD WIDTH="84%" VALIGN="TOP" COLSPAN="2">
								execute for and on behalf of the undersigned, in the undersigned's capacity
								as an officer and/or director of Conduent Incorporated (the "Company"),
								Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
								Act of 1934 and the rules thereunder;
						</TD></TR><TR height="10"><td><div /></td></TR><TR><TD WIDTH="16%" VALIGN="TOP" ALIGN="center">
								(2)
						</TD><TD WIDTH="84%" VALIGN="TOP" COLSPAN="2">
							do and perform any and all acts for and on behalf of the undersigned which may
							be necessary or desirable to complete and execute any such Form 3, 4 or 5 and
							timely file such form with the United States Securities and Exchange Commission
							and any stock exchange or similar authority; and
						</TD></TR><TR height="10"><td><div /></td></TR><TR><TD WIDTH="16%" VALIGN="TOP" ALIGN="center">
								(3)
						</TD><TD WIDTH="84%" VALIGN="TOP" COLSPAN="2">
							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 such attorney-in-fact's
							discretion.
						</TD></TR><TR height="10"><td><div /></td></TR><TR><TD VALIGN="TOP" COLSPAN="3"><dd />The
								undersigned hereby grants to each such attorney-in-fact full power and authority
								to do and perform any and every act and thing whatsoever requisite, necessary,
								or proper to be done in the exercise of any of the rights and powers herein
								granted, as fully to all intents and purposes as the undersigned 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 such attorney-in-fact's
								substitute or substitutes, shall lawfully do or cause to be done by virtue of
								this power of attorney and the 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, nor is the Company assuming,
								any of the undersigned's responsibilities to comply with Section 16 of the Securities
								Exchange Act of 1934.
						</TD></TR><TR height="10"><td><div /></td></TR><TR><TD VALIGN="TOP" COLSPAN="3"><dd />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 of Conduent Incorporated
								unless earlier revoked by the undersigned in a signed writing
								delivered to the foregoing attorneys-in-fact.
						</TD></TR><TR height="10"><td><div /></td></TR><TR><TD VALIGN="TOP" COLSPAN="3"><dd />IN
								WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 24<sup>th</sup>
								day of August, 2022</TD></TR><TR height="10"><td><div /></td></TR></TABLE><table border="0" width="100%" cellpadding="1" WIDTH="588"><tr><td rowspan="2" width="64%" /><td style="border-bottom: solid black 1px" width="36%">
						/s/ Randall Edmon King</td></tr><tr><td>Randall Edmon King</td></tr></table></BODY></HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
