Sec Form 4/A Filing - COZZA KEITH @ Xerox Holdings Corp - 2021-05-20

FORM 4/A 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 COZZA KEITH 2. Issuer Name and Ticker or Trading Symbol Xerox Holdings Corp [ XRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Chairman (Last) (First) (Middle) C/O XEROX CORPORATION, 201 MERRITT 7 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2021 (Street) NORWALK, CT06851 4. If Amendment, Date Original Filed (MM/DD/YY) 05/24/2021 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 Deferred Stock Units ( 1 ) 05/20/2021 A 17,830 ( 2 ) ( 3 ) A $ 0 36,909 ( 3 ) D Common Stock 56,116 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 COZZA KEITH C/O XEROX CORPORATION 201 MERRITT 7 NORWALK, CT06851 X Chairman Signatures /s/ Douglas H. Marshall, Attorney-in-Fact 06/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Deferred Stock Unit (DSU) represent the right to receive one share of common stock upon the reporting person's termination of service as a director. ( 2 )16,839 of these DSUs vest one year following the May 20, 2021 award date. The remainder of these DSUs are vested and include 311 DSUs paid on July 31, 2020, 260 DSUs paid on October 30, 2020, 215 DSUs paid on January 29, 2021 and 205 DSUs paid on April 30, 2021 from reinvestment of dividend equivalents paid on DSUs held as of June 30, 2020. ( 3 )On May 24, 2021, the reporting person filed a Form 4 reporting the acquisition of DSUs ("Original Form 4"). This amendment is being filed solely to correct note 2 and the number of shares reported in column 4 of the Original Form 4, as well as the number of securities beneficially owned following the transaction as reported in column 5 of the Original Form 4.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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