UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
|
Xerox
Corporation
|
|
(Name
of Issuer)
|
|
Common
Stock
|
|
(Title
of Class of Securities)
|
|
984121103
|
|
(CUSIP
Number)
|
|
February
5, 2010
|
|
(Date
of Event which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
x Rule
13d-1(c)
¨ Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No.
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984121103
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13G
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|
1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Darwin
Deason
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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
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||
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3
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SEC
USE ONLY
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||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE
VOTING POWER
74,350,614
|
|
|
6
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SHARED
VOTING POWER
0
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||
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7
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SOLE
DISPOSITIVE POWER
74,350,614
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||
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8
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SHARED
DISPOSITIVE POWER
0
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||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,350,614
|
||
|
10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
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||
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%1
|
||
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12
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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||
_________________
1 Based on
1,359,876,332 shares of Xerox Corporation common stock outstanding on February
5, 2010.
2
Item
1.
(a) Name
of Issuer:
Xerox
Corporation
(b) Address
of Issuer’s Principal Executive Offices:
45 Glover
Avenue
PO Box
4505
Norwalk
CT 06856-4505
|
Item
2.
|
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(a) Name
of Person Filing:
Darwin
Deason
(b) Address
of Principal Business Office or, if none, Residence:
8181
Douglas Avenue
10th
Floor
Dallas,
TX 75225
(c) Citizenship:
United
States
(d) Title
of Class of Securities:
Common
Stock
(e) CUSIP
Number: 984121103
|
Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
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(a)
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¨
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Broker
or dealer registered under section 15 of the Act;
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(b)
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¨
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Bank
as defined in section 3(a)(6) of the Act;
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(c)
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¨
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Insurance
company as defined in section 3(a)(19) of the Act;
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(d)
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¨
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Investment
company registered under section 8 of the Investment Company Act of
1940;
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(e)
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¨
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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¨
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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¨
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G) (Note: See Item 7);
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(h)
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¨
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A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act;
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3
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(i)
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¨
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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¨
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(H).
|
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If
this statement is filed pursuant to Rule 13d-1(c), check this
box. x
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|||
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Item
4.
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Ownership
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(a) Amount
beneficially owned:
74,350,614
(b) Percent
of class:
5.5%2
(c) Number
of shares to which the person has:
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(i)
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Sole
Voting Power:
|
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74,350,614
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(Pursuant
to Rule 13d-3, this number includes (i) 300,000 shares of Xerox
Corporation Series A Convertible Perpetual Preferred Stock that are
each convertible into 89.8876 shares of Xerox Corporation Common
Stock and (ii) options which are exercisable for 4,251,173 shares Xerox
Common Stock.)
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(ii)
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Shares
voting Power:
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0
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(iii)
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Sole
Dispositive Power:
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74,350,614
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(Pursuant
to Rule 13d-3, this number includes (i) 300,000 shares of Xerox
Corporation Series A Convertible Perpetual Preferred Stock that are
each convertible into 89.8876 shares of Xerox Corporation Common
Stock and (ii) options which are exercisable for 4,251,173 shares Xerox
Common Stock.)
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(iv)
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Shared
Dispositive Power:
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0
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
applicable.
_________________
2 Based on
1,359,876,332 shares of Xerox Corporation common stock outstanding on February
5, 2010.
4
|
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
5
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
5, 2010
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/s/
Darwin Deason
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Darwin
Deason
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6