Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

King Mark E

2. Date of Event Requiring Statement (MM/DD/YYYY) 8/24/2022

3. Issuer Name and Ticker or Trading Symbol

CONDUENT Inc [CNDT]

(Last) (First) (Middle)

100 CAMPUS DRIVE, SUITE 200

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
EVP, Government Solutions /

(Street)

FLORHAM PARK, NJ 07932

(City) (State) (Zip)

5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	89274 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

(1)

Includes: (1) 6,707 shares of common stock; (2) 12,042 restricted stock units (RSU) remaining of original grant awarded on April 1, 2021, 1/3 that vested on December 31, 2021 and the remaining 2/3 vest equally on December 31, 2022 and December 31, 2023. Each RSU converts to one share of Conduent Incorporated common stock upon vesting; (3) 28,901 RSUs awarded on April 1, 2022 that vest in equal amounts on December 31, 2022, December 31, 2023 and December 31, 2024; (4) 10,064 Performance Restricted Stock Units - Share Hurdle (PRSU-Share Hurdle) awards made on April 1, 2021 that can only be settled in Conduent Incorporated (Company) common stock (Common Stock). These PRSU-Share Hurdle awards have two vesting conditions - a share hurdle condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the share hurdle condition and service condition for each tranche is satisfied. The first vesting tranche share hurdle condition is the Common Stock trading during a consecutive 20-trading day period (Average Closing Price) exceeding the grant date price (Share Base Price) by 20% and the service condition is employment with the Company at December 31, 2021. The second vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 40% and the service condition is employment with the Company at December 31, 2022. The third vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 60% and the service condition is employment with the Company at December 31, 2023. If both conditions are not met for any individual vesting tranche by December 31, 2023, the portion of the award related to such tranche is forfeited. Each PRSU converts to one share of Conduent Incorporated common stock upon vesting; and (5) 31,560 PRSU - Share Hurdle (PRSU-Share Hurdle) awards granted on April 1, 2022 that can only be settled in Company Common Stock. These PRSU-Share Hurdle awards have two vesting conditions - a share hurdle condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the share hurdle condition and service condition for each tranche is satisfied. The first vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 15% and the service condition is employment with the Company at December 31, 2022. The second vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 30% and the service condition is employment with the Company at December 31, 2023. The third vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 50% and the service condition is employment with the Company at December 31, 2024. If both conditions are not met for any individual vesting tranche by December 31, 2024, the portion of the award related to such tranche is forfeited.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
King Mark E 100 CAMPUS DRIVE SUITE 200 FLORHAM PARK, NJ 07932			EVP, Government Solutions

Signatures
/s/Mark E. King		9/2/2022
^**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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