Sec Form 4 Filing - BANDROWCZAK STEVEN JOHN @ XEROX CORP - 2019-01-14

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 BANDROWCZAK STEVEN JOHN 2. Issuer Name and Ticker or Trading Symbol XEROX CORP [ XRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) 201 MERRITT 7 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2019 (Street) NORWALK, CT06851 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 Restricted Stock Units 01/14/2019 A 17,376 ( 1 ) A $ 0 122,715 D Restricted Stock Units 01/14/2019 A 44,844 ( 2 ) A $ 0 167,559 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 BANDROWCZAK STEVEN JOHN 201 MERRITT 7 NORWALK, CT06851 President and COO Signatures /s/ Douglas H. Marshall 01/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 1, 2018, the Compensation Committee of the Board of Directors (the "Committee") granted 2018 performance share awards under the Issuer's E-LTIP program. Because of the then-pending Fujifilm transaction and other factors, the Committee determined to establish performance goals for 2018 for one-third of the awarded target shares but to defer establishing vesting conditions for the balance of the awards until a later date. The Committee has determined that, effective January 14, 2019, the balance of the awards will be subject to service-based vesting conditions and will pay out at target. The serviced-based portion of the awards are being reported on this Form 4. These awards will vest in full on July 1, 2021. ( 2 )This award of restricted stock units vests in three installments of 25%, 25% and 50% on the first, second and third anniversaries of the date of grant, January 14, 2019.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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