Sec Form 4 Filing - Newfield Mathew @ UNISYS CORP - 2021-02-26

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 Newfield Mathew 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) Senior Vice President (Last) (First) (Middle) 801 LAKEVIEW DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2021 (Street) BLUE BELL, PA19422 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 02/26/2021 M 622 A $ 0 5,434 D Common Stock 02/26/2021 F 220 D $ 24.55 5,214 D Common Stock 02/26/2021 M 976 A $ 0 6,190 D Common Stock 02/26/2021 F 345 D $ 24.55 5,845 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 Restricted Stock Units ( 1 ) 02/26/2021 M 622 ( 2 ) ( 2 ) Common Stock 622 $ 0 1,244 D Restricted Stock Units ( 3 ) 02/26/2021 M 622 ( 4 ) ( 4 ) Common Stock 976 $ 0 0 D Restricted Stock Units ( 5 ) 02/26/2021 A 4,074 ( 6 ) ( 6 ) Common Stock 4,074 $ 0 4,074 D Restricted Stock Units ( 7 ) 02/26/2021 A 4,549 ( 8 ) ( 8 ) Common Stock 4,549 $ 0 4,549 D Restricted Stock Units ( 9 ) 02/26/2021 A 9,098 ( 10 ) ( 10 ) Common Stock 9,098 ( 10 ) $ 0 9,098 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Newfield Mathew 801 LAKEVIEW DRIVE SUITE 100 BLUE BELL, PA19422 Senior Vice President Signatures John M. Armbruster, attorney-in-fact 03/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of Unisys Corporation common stock. ( 2 )Time-based restricted stock units ("TB-RSUs") granted on February 28, 2020 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest in three equal installments on February 28, 2021, 2022 and 2023, respectively (or if such date does not fall on a trading day, the immediately preceding trading day). ( 3 )Each restricted stock unit represents a contingent right to receive 1.5681 shares of Unisys Corporation common stock. ( 4 )Performance-based restricted stock units ("PB-RSUs") granted on February 28, 2020 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs are eligible to be earned in equal annual amounts over a three year period based on Unisys Corporation's relative total shareholder return compared to the Russell 2000 Index from January 1, 2020 through December 31, 2020, 2021 and 2022, respectively, and then such PB-RSUs vest on the later of February 28, 2021, 2022 and 2023, respectively (or if such date does not fall on a trading day, the immediately preceding trading day), and the date on which the Board of Directors verifies the vesting of the applicable tranche of the PB-RSU grant to Unisys Corporation's Chief Executive Officer. This report only relates to the PB-RSUs the reporting person earned during the 2020 performance period. All shares resulting from such earned PB-RSUs vested on February 26, 2021. ( 5 )Each restricted stock unit represents a contingent right to receive one share of Unisys Corporation common stock. ( 6 )Time-based restricted stock units ("TB-RSUs") granted on February 26, 2021 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest in three equal installments on February 26, 2022, 2023 and 2024, respectively (or if such date does not fall on a trading day, the immediately preceding trading day). ( 7 )Each restricted stock unit represents a contingent right to receive one share of Unisys Corporation common stock. ( 8 )Time-based restricted stock units ("TB-RSUs") granted on February 26, 2021 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The TB-RSUs vest on February 26, 2024. ( 9 )Each restricted stock unit represents a contingent right to receive up to one share of Unisys Corporation common stock. ( 10 )Performance-based restricted stock units ("PB-RSUs") granted on February 26, 2021 under the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan. The PB-RSUs will be eligible to vest at a conversion rate of between 0.5 shares to 1 share of Unisys Corporation common stock for each PB-RSU if the 20-trading day trailing average of the closing price of Unisys Corporation's common stock over any 20 consecutive trading days during the period from the grant date through February 26, 2024 is 10% to 20% higher (with the conversion rate determined by linear interpolation for increases between such range) than the closing price of Unisys Corporation's common stock on the grant date. If the stock price appreciation test is not met at least at the 10% level, then the PB-RSUs will not vest at all. If the stock price appreciation test is met at greater than the 20% level, then the PB-RSUs will vest at the rate of 1 share of Unisys Corporation common stock for each PB-RSU.

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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