SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
VARON LESLIE F

(Last) (First) (Middle)
P. O. BOX 1600
800 LONG RIDGE ROAD

(Street)
STAMFORD CT 06904

(City) (State) (Zip)
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)
Vice President & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2004
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/02/2004 J(1) 12,500 A $0(3) 30,688.0725 D
Common Stock 01/02/2004 F(1) 4,330 D $0(3) 26,358.0725 D
Common Stock 5 I Spouse
Incentive Stock Rights 01/02/2004 J(1) 12,500 D $0.00(3) 0 D
Incentive Stock Rights 01/02/2004 A(4)(5) 19,000 A $0.00(3) 19,000 D
Xerox Stock Fund 804.931 I Xerox Stock Fund
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option $4.75 01/01/2002(2) 12/31/2010 Common Stock 10,200 10,200 D
Stock Option $7.885 01/01/2004(2) 12/31/2012 Common Stock 46,800 46,800 D
Stock Option $9.25 01/01/2004 12/31/2010 Common Stock 10,000 10,000 D
Stock Option $10.365 01/01/2003(2) 12/31/2011 Common Stock 46,800 46,800 D
Stock Option $21.7812 01/01/2001(2) 12/31/2009 Common Stock 19,000 19,000 D
Stock Option $25.8125 03/01/2003 12/31/2009 Common Stock 2,580 2,580 D
Stock Option $30.9688 01/01/1998 12/31/2004 Common Stock 4,992 4,992 D
Stock Option $44.1563 01/01/1999 12/31/2005 Common Stock 3,400 3,400 D
Stock Option $59.4375 01/01/2000(2) 12/31/2006 Common Stock 628 628 D
Stock Option $59.4375 01/01/2000(2) 12/31/2008 Common Stock 3,050 3,050 D
Stock Options $13.685 01/02/2004 A 31,000 01/01/2005(2) 12/31/2011 Common Stock 31,000 $0.00(3) 31,000 D
Explanation of Responses:
1. Vesting of incentive stock rights
2. Options vest over three years, 33.3% per year beginning in year shown.
3. Not Applicable
4. Incentive stock rights under 16b-3 plan payable in shares treated as restricted stock. These rights are subject to vesting requirements.
5. Restricted awards vest over three years, 33.3% per year beginning with 01/01/2005.
Kate Fizer, Attorney-In-Fact 01/06/2004
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.