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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
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*
| 800 LONG RIDGE ROAD |
| P. O. BOX 1600 |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
XEROX CORP
[ XRX ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
01/15/2004
|
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 |
|
|
|
|
|
|
|
106,700 |
D |
|
| Common Stock |
|
|
|
|
|
|
|
1,400 |
I |
Spouse |
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 |
$10.5
|
|
|
|
|
|
|
01/01/2004
|
05/15/2013 |
Common Stock |
5,000 |
|
5,000 |
D |
|
| Stock Option |
$6.8
|
|
|
|
|
|
|
01/01/2003
|
09/09/2012 |
Common Stock |
5,000 |
|
5,000 |
D |
|
| Stock Option |
$9.25
|
|
|
|
|
|
|
01/01/2002
|
08/28/2011 |
Common Stock |
5,000 |
|
5,000 |
D |
|
| Stock Option |
$26.5625
|
|
|
|
|
|
|
01/01/1997
|
05/22/2006 |
Common Stock |
5,000 |
|
5,000 |
D |
|
| Stock Option |
$27
|
|
|
|
|
|
|
01/01/2001
|
05/18/2010 |
Common Stock |
5,000 |
|
5,000 |
D |
|
| Stock Option |
$32.1563
|
|
|
|
|
|
|
01/01/1998
|
05/14/2007 |
Common Stock |
5,000 |
|
5,000 |
D |
|
| Stock Option |
$54.2188
|
|
|
|
|
|
|
01/01/1999
|
05/22/2006 |
Common Stock |
5,000 |
|
5,000 |
D |
|
| Stock Option |
$60.4375
|
|
|
|
|
|
|
01/01/2000
|
05/20/2009 |
Common Stock |
5,000 |
|
5,000 |
D |
|
| Deferred Comp. |
$0.00
|
01/15/2004 |
|
J
|
|
$38,750
|
|
08/08/1988
|
08/08/1988
|
Common Stock |
$0.00
|
$0.00
|
$751,637.99
|
D |
|
| Explanation of Responses: |
|
|
|
|
|
|
|
K. W. Fizer, Attorney-In-Fact |
01/20/2004 |
|
** 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. |
rrd21006_24190.html
POWER OF ATTORNEY
The undersigned hereby authorizes each of L. F. Varon, K. W. Fizer and S. K. Lee, with full power to act alone,
to file one or more beneficial ownership reports on behalf of the undersigned disclosing the undersigned's
beneficial ownership of securities of Xerox Corporation, and amendments thereto, pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, which reports and amendments shall contain such information
as either L. F. Varon, K. W. Fizer or S. K. Lee deems appropriate. The undersigned hereby appoints each of
L. F. Varon, K. W. Fizer and S. K. Lee as attorneys-in-fact, with full powers to act alone, to execute such Forms and any and all amendments thereto in the name and on behalf of the undersigned and to file with the Securities and Exchange Commission a form of this Power of Attorney, hereby granting to said attorneys, and each of them, 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.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 19th day of January, 2004.
/s/ N.J. Nicholas, Jr.
