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* ICAHN CARL C (Last) (First) (Middle) 16690 COLLINS AVENUE - PH-1 (Street) SUNNY ISLES FL FL 33160 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Xerox Holdings Corp [ XRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/23/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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

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
Forward contract (obligation to purchase)	(2)	02/23/2021		J(2)		1		02/23/2021	02/22/2023	Common Stock, $1 par value ("Shares")	400,000	(2)	1	I	Please see footnotes(1)(2)(3)(4)(5)(6)(7)(8)(9)
Forward Contract (obligation to purchase)	(3)	02/24/2021		J(3)		1		02/24/2021	02/22/2023	Shares	3,800	(3)	1	I	Please see footnotes(1)(2)(3)(4)(5)(6)(7)(8)(9)
Forward Contract (obligation to purchase)	(4)	02/25/2021		J(4)		1		02/25/2021	02/22/2023	Shares	1,000,000	(4)	1	I	Please see footnotes(1)(2)(3)(4)(5)(6)(7)(8)(9)

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) 16690 COLLINS AVENUE - PH-1 (Street) SUNNY ISLES FL FL 33160 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICAHN PARTNERS LP (Last) (First) (Middle) 16690 COLLINS AVENUE - PH-1 (Street) SUNNY ISLES BEACH FL 33160 (City) (State) (Zip)

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND LP (Last) (First) (Middle) 16690 COLLINS AVENUE - PH-1 (Street) SUNNY ISLES BEACH FL 33160 (City) (State) (Zip)

Explanation of Responses:

1. Icahn Partners LP ("Icahn Partners") directly beneficially owns 16,826,379 Shares and Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 11,942,856 Shares.

2. On February 23, 2021, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 225,340 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 174,660 Shares, in each case at a forward price of $20 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of Icahn Partners and Icahn Master paid the counterparty to the forward contract $4.47 per Share upon establishing the contract. Subject to the rights of Icahn Partners and Icahn Master to accelerate the settlement date, the forward contracts will settle on February 22, 2023.

3. On February 24, 2021, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 2,221 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 1,579 Shares, in each case at a forward price of $20 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of Icahn Partners and Icahn Master paid the counterparty to the forward contract $4.92 per Share upon establishing the contract. Subject to the rights of Icahn Partners and Icahn Master to accelerate the settlement date, the forward contracts will settle on February 22, 2023.

4. On February 25, 2021, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 584,579 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 415,421 Shares, in each case at a forward price of $20 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of Icahn Partners and Icahn Master paid the counterparty to the forward contract $5.30 per Share upon establishing the contract. Subject to the rights of Icahn Partners and Icahn Master to accelerate the settlement date, the forward contracts will settle on February 22, 2023.

5. The forward contracts provide for physical settlement, with Icahn Partners and Icahn Master, respectively, retaining the right to elect cash settlement. None of the forward contracts give Icahn Partners or Icahn Master, as applicable, direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.

6. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.

7. Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master.

8. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

9. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

	/S/ Carl C. Icahn	02/25/2021
	/S/ Icahn Partners L.P	02/25/2021
	/S/ Icahn Partners Master Fund LP	02/25/2021
	** Signature of Reporting Person	Date
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