SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LYNN JESSE (Last) (First) (Middle) XEROX HOLDINGS CORPORATION 201 MERRITT 7 (Street) NORWALK CT 06851 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/11/2021	3. Issuer Name and Ticker or Trading Symbol Xerox Holdings Corp [ XRX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D
Deferred Stock Units(1)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each Deferred Stock Unit (DSU) represents the right to receive one share of common stock upon the reporting person's termination of service as a director, subject to any applicable deferral period.

	/s/ Douglas H. Marshall, Attorney-in-Fact	11/12/2021
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                  POWER OF ATTORNEY



The undersigned hereby constitutes and appoints each
of Louis J. Pastor, Douglas H. Marshall, and Aline
Haffner as the undersigned's true and lawful
attorneys-in-fact, with full powers to act alone, to
execute and file with the Securities and Exchange
Commission and any stock exchange or similar
authority one or more beneficial ownership reports and
any and all amendments thereto, together with any and
all exhibits relating thereto including this Power of
Attorney, in the name and on behalf of the undersigned,
 disclosing the undersigned's beneficial ownership of
securities of Xerox Holdings Corporation, in connection
with Section 16 and any other provisions of the
Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder (the "SEC Rules"), which
reports, amendments and exhibits shall contain such
information as any of Louis J. Pastor, Douglas H.
Marshall, and Aline Haffner deems appropriate. The
undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform each and
every act and thing whatsoever that said attorney or
attorneys may deem necessary or advisable to carry out
fully the intent of the foregoing as the undersigned might
or could do personally. The undersigned acknowledges
that none of the foregoing attorneys-in-fact, in serving in
such capacity, which the undersigned acknowledges is at
the request of the undersigned, is assuming, nor is Xerox
Holdings Corporation assuming, any of the undersigned's
responsibilities to comply with the SEC Rules. This
Power of Attorney shall remain in full force and effect with
respect to each of the foregoing attorneys-in-fact until the
undersigned is no longer required to file any of the
aforementioned reports under the SEC Rules, unless
earlier revoked by the undersigned in a signed writing
delivered to the applicable attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed
this power-of-attorney as of the 11th day of November 2021.

Name:  Jesse A. Lynn

Signature: /s/ Jesse Lynn