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SEC FORM 3 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^*

DEASON DARWIN

(Last)

(First)

(Middle)

5956 SHERRY LN, SUITE 800

(Street)

DALLAS

75225

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2018

3. Issuer Name and Ticker or Trading Symbol
XEROX CORP [ XRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of a 10% Group

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, $1 par value	8,580,769	D⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Convertible Perpetual Preferred Stock	⁽²⁾	⁽²⁾	Common Stock, $1 par value	6,741,572	⁽³⁾⁽⁴⁾	D⁽¹⁾

Explanation of Responses:

1. This Form 3 is filed by Darwin Deason (the "Reporting Person") who may be considered a 10% beneficial owner because he has formed a "group" (within the meaning of Section 13(d)(3) of the Act), with Mr. Icahn and his affiliates. The group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the Shares beneficially owned by the Reporting Persons and all of the Shares beneficially owned by Mr. Icahn and his affiliates. Such group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), in the aggregate, 40,079,843 Shares. However, the Reporting Person expressly disclaims beneficial ownership of the 24,757,502 Shares beneficially owned by Mr. Icahn and his affiliates. The Reporting Person expressly retains the sole voting and investment power of the Shares that the Reporting Person beneficially owns. Mr. Icahn and his affiliates have filed a separate Form 3 with respect to their interests.

2. The Series B Convertible Perpetual Preferred Stock (the "Series B Preferred Stock") is convertible at any time, at the holder's election, and has no expiration date.

3. Each share of Series B Preferred Stock may be converted into 37.45318 shares of the Issuer's Common Stock ("Common Stock"), subject to customary anti-dilution adjustments. Under certain circumstances, the holder will also have the right to convert each share of Series B Preferred Stock into shares of Common Stock at an increased conversion rate. In addition, the Issuer will have the right, at its option, to cause any or all of the Series B Preferred Stock to be converted into shares of Common Stock at the then applicable conversion rate if the closing price of Common Stock exceeds a certain threshold for 20 trading days over a 30-day trading period, as specified in the Issuer's Restated Certificate of Incorporation.

4. Upon the occurrence of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Issuer, the holder of Series B Preferred Stock shall be entitled to receive from the Issuer a distribution equal to the liquidation preference and any accrued and unpaid dividends through the date of such liquidating distribution. At any time on or following the fifth anniversary of a transfer by the holder of the Series B Preferred Stock to a person other than a permitted transferee, the Issuer has the option to redeem any or all of such transferred shares of Series B Preferred Stock in cash at a redemption price per share equal to the fair market value of such shares and any accrued and unpaid dividends to, but not including the redemption date.

	/s/ Darwin Deason	01/22/2018
	** 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.
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.