XRX Xerox Holdings Corporation

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Graziano Nick	2. Issuer Name and Ticker or Trading Symbol Xerox Holdings Corp [ XRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O ICAHN ENTERPRISES, L.P., 767 FIFTH AVENUE, SUITE 4700	3. Date of Earliest Transaction (MM/DD/YYYY) 5/21/2020
(Street) NEW YORK, NY 10153 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Deferred Stock Units (1)	5/21/2020		A		12037 (2)	A	$0	25423	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

Explanation of Responses:
(1)	Each DSU represent the right to receive one share of common stock upon the reporting person's termination of service as a director.
(2)	11,538 of these DSUs vest one year following the date of award. The remainder of these DSUs are vested and include 96 DSUs paid on July 31, 2019, 112 DSUs paid on October 31, 2019, 94 DSUs paid on January 31, 2020 and 197 DSUs paid on April 30, 2020 from reinvestment of dividend equivalents paid on DSUs held as of June 28, 2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Graziano Nick C/O ICAHN ENTERPRISES, L.P. 767 FIFTH AVENUE, SUITE 4700 NEW YORK, NY 10153	X

Signatures
/s/ Douglas H. Marshall, Attorney-in-Fact		5/26/2020
**Signature of Reporting Person		Date