SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 20)1
Xerox Holdings Corporation
(Name of Issuer)
Common Stock, $1 par value
(Title of Class of Securities)
98421M 106
(CUSIP Number)
Darwin Deason
SCOTT LETIER
3953 Maple Ave, Suite 150
Dallas, TX 75205
(214) 378-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
1 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 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).
| 1 |
NAME OF REPORTING PERSONS
Darwin Deason |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS OO (see Item 3 to the Original Schedule 13D) |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
SOLE VOTING POWER
15,283,657* |
| 8 |
SHARED VOTING POWER
-0- | |
| 9 |
SOLE DISPOSITIVE POWER
15,283,657* | |
| 10 |
SHARED DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,283,657* |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8%* |
| 14 |
TYPE OF REPORTING PERSON
IN |
* Includes 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Holdings Series A Preferred Stock, par value
$1.00 per share (the “Series A Preferred Stock”). Prior to any conversion of the Series A Preferred Stock, the holder
of the Series A Preferred Stock has the right to vote together with the Issuer’s Shares, as a single class, on all matters submitted
to the shareholders of the Issuer, but the Series A Preferred Stock will only be entitled to one vote for every ten Shares into which
the Holdings Series A Preferred Stock is convertible (rounded down to the nearest whole number of votes).
This amendment No. 20 to Schedule 13D relates to the Schedule 13D filed on January 17, 2018 for Xerox Corporation (as previously amended, the “Original Schedule 13D”) by the Reporting Person (“Amendment No. 20”). On March 7, 2019, Xerox Corporation announced plans to create a new public holding company, Xerox Holdings Corporation, a New York corporation (the “Issuer”), by implementing a holding company reorganization (the “Reorganization”). Upon completion of the Reorganization on July 31, 2019, the Issuer became the successor issuer to Xerox Corporation pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended. Capitalized terms used but not defined in this Amendment No. 20 shall have the meanings set forth in the Original Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On September 28, 2023, the Issuer announced that consummated a transaction with Carl Icahn and his affiliates pursuant to which the Issuer purchased from Mr. Icahn and his affiliates all of the Shares owned thereby (the “Repurchase Transaction”). Upon the consummation of the Repurchase Transaction, Scott Letier, presently a member of the Board of Directors of the Issuer, will become the chairman of the Board of Directors of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated to read as follows:
As of the date hereof, the Reporting Person may be deemed to beneficially own, in the aggregate, 15,283,657 Shares, including 6,741,572 Shares issuable upon the conversion of 180,000 shares of Series A Preferred Stock, representing approximately 11.8% of the Issuer's outstanding Shares (based upon the 157,120,028 Shares stated to be outstanding by the Issuer as of July 31, 2023 as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 2, 2023 minus the 34,245,314 Shares acquired by the Issuer upon the consummation of the Repurchase Transaction plus the 6,741,572 Shares issuable up conversion of Mr. Deason’s Series A Preferred Stock). The percentage of the Shares deemed to be owned by the Reporting Person changed from the prior Schedule 13D filing of the Reporting Person as a result of the consummation of the Repurchase Transaction.
A. Mr. Deason
| (a) | Mr. Deason beneficially owns 15,283,657 Shares, including 6,741,572 Shares issuable upon the conversion of 180,000 shares of Series A Preferred Stock*. |
Percentage: Approximately 11.8%
| (b) | 1. Sole power to vote or direct vote: 15,283,657* 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 15,283,657 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Deason has not entered into any transactions in the Shares during the past sixty days. |
*Prior to any conversion of the Series A Preferred Stock, the holder of the Series A Preferred Stock has the right to vote together with the Issuer’s Shares, as a single class, on all matters submitted to the shareholders of the Issuer, but the Series A Preferred Stock will only be entitled to one vote for every ten Shares into which the Series A Preferred Stock is convertible (rounded down to the nearest whole number of votes).
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Person is, for purposes of Section 13(d) of the Act, the beneficial owner of any securities of the Issuer that he does not directly own. The Reporting Person specifically disclaims beneficial ownership of the securities reported herein that he does not directly own.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 2, 2023
| /s/ Darwin Deason | ||
| Name: Darwin Deason |