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Filing Details

Accession Number:: 0001567619-19-011978
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-23 17:00:33
Reporting Period:: 2019-05-21

Accepted Time:: 2019-05-23 17:00:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1677703	Conduent Inc	CNDT	()	NY

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
921669	C Carl Icahn	C/O Icahn Associates Holdings Llc 767 Fifth Ave., Suite 4700 New York NY 10153	No	No	Yes	No
928464	Partnership Limited River High	445 Hamilton Avenue Suite 1210 White Plains NY 10601	No	No	Yes	No
1313666	Icahn Partners Lp	445 Hamilton Avenue Suite 1210 White Plains NY 10601	No	No	Yes	No
1322827	Icahn Partners Master Fund Lp	445 Hamilton Avenue Suite 1210 White Plains NY 10601	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share (The "Shares")	Acquisiton	2019-05-21	194,889	$9.00	31,619,444	No	4	P	Indirect	please see footnotes
Shares	Acquisiton	2019-05-22	16,270	$9.00	31,635,714	No	4	P	Indirect	please see footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	please see footnotes
No	4	P	Indirect	please see footnotes

Footnotes

This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, High River Limited Partnership ("High River"), Icahn Partners LP ("Icahn Partners"), and Icahn Partners Master Fund LP ("Icahn Master," and, collectively with Mr. Icahn, High River, and Icahn Partners, the "Reporting Persons").
Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. 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.
Each of Barberry and Beckton is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, and Icahn Master. Each of Hopper, Barberry, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended (the "Act")), the common stock, $0.01 par value shares (the "Shares") of Conduent Incorporated which High River owns. Each of Hopper, Barberry, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any.
Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own 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, if any.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own 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, if any.
Each of the purchase transactions as set forth on this Form 4 were purchases effected in ordinary course brokerage transactions.
On or about the date of this Form 4 and after all of the transactions reported on this Form 4, High River directly beneficially owns 6,327,143 Shares, Icahn Partners directly beneficially owns 14,810,317 Shares, and Icahn Master directly beneficially owns 10,498,254 Shares.