On August 2, 2019, Unisys Corporation (the “Company”) entered into separate, privately negotiated exchange agreements to which it will (i) issue an aggregate of 10,593,930 shares of its common stock, par value $0.01 per share (“Common Stock”), and (ii) pay cash in an aggregate amount of $59,399,450, such cash amount to include $3,061,635 of accrued and unpaid interest on the exchanged 2021 Notes (as defined below) up to, but excluding, the settlement date, in exchange for $129,289,000 in aggregate principal amount of its outstanding 5.50% Convertible Senior Notes due 2021 (the “2021 Notes”). The transactions are subject to customary closing conditions and are expected to close on August 6, 2019. The issuance of shares of Common Stock will be exempt from registration in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. Upon consummation of the closing, $84,211,000 aggregate principal amount of 2021 Notes will remain outstanding. In connection with the transactions, the Company expects to unwind a pro rata portion of the capped call transactions that it entered into with the initial purchasers and/or affiliates of the initial purchasers of the 2021 Notes.

>This current report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor will there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.