Sec Form 4 Filing - Chu Jay @ CONDUENT Inc - 2017-01-03

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 Chu Jay 2. Issuer Name and Ticker or Trading Symbol CONDUENT Inc [ CNDT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP & Chief Accounting Officer (Last) (First) (Middle) 233 MT. AIRY ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2017 (Street) BASKING RIDGE, NJ07920 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 01/03/2017 M 3,232 ( 1 ) A $ 13.72 3,232 D Common Stock 01/03/2017 F 1,055 ( 2 ) D $ 13.72 2,177 D Restricted E-LTIP (RSU) 4,005 ( 3 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Chu Jay 233 MT. AIRY ROAD, SUITE 100 BASKING RIDGE, NJ07920 VP & Chief Accounting Officer Signatures /s/ Tonya Love, attorney-in-fact 01/05/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance Shares vested and converted to shares of Conduent Incorporated ("Conduent") common stock, par value $0.01 per share ("Conduent Common Stock"). In connection with the legal and structural separation ("Spin-Off") of Conduent from Xerox Corporation ("Xerox"), each Xerox Performance Share award was converted into a Performance Share award in respect of shares of Conduent Common Stock pursuant to the terms of the employee matters agreement between Xerox and Conduent. The number of shares of Conduent Common Stock subject to the award was determined based on (i) the number of shares subject to the Xerox RSU award immediately prior to the Spin-Off and (ii) the ratio of (A) the pre-Spin-Off closing price on December 30, 2016 of Xerox common stock, par value $1.00 per share and (B) the volume weighted average price of Conduent Common Stock trading on the New York Stock Exchange on January 3, 2017 (the "Conduent Conversion Ratio). ( 2 )Shares withheld to pay for taxes on Performance Shares that have vested. ( 3 )In connection with the Spin-Off, each Xerox RSU award was converted into an RSU award in respect of shares of Conduent Common Stock pursuant to the terms of the employee matters agreement between Xerox and Conduent. The number of shares of Conduent Common Stock subject to the award was determined based on (i) the number of shares subject to the Xerox RSU award immediately prior to the Spin-Off and (ii) the Conduent Conversion Ratio. Each RSU represents a contingent right to receive one share of Conduent Common Stock. The RSUs cliff-vest.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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