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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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
Larsen, Ralph S.
(Last) (First) (Middle)
800 Long Ridge Road
P. O. Box 1600
(Street)
Stamford, CT 06904
(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol Xerox Corporation
XRX 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) |
4. Statement for (Month/Day/Year 05/01/2003
5. If Amendment, Date of Original (Month/Day/Year) |
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable) X Director
10% Owner
Officer (give title below)
Other (specify below)
Description
7. Individual or Joint/Group
Filing (Check Applicable Line) X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1. Title of Security (Instr. 3) |
2.Transaction
Date (Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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. Owner-
ship Form: Direct (D) or Indirect (I) (Instr. 4) |
7. Nature of
Indirect Beneficial Ownership (Instr. 4) |
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Code
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V
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Amount
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A/D
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Price
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Common Stock
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32,035.035
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D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security
(Instr. 3) |
2. Conver-
sion or Exercise Price of Deri- vative Security |
3. Transaction Date
(Month/ Day/ Year) |
3A. Deemed Execution Date, if any
(Month/ Day/ Year) |
4. Transaction Code (Instr.8) |
5. Number of Derivative Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) |
6. Date Exercisable(DE) and
Expiration Date(ED) (Month/Day/Year) |
7. Title and Amount of
Underlying Securities (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. Owner- ship Form of Deriv- ative Securities: Direct (D) or Indirect (I) (Instr.4) |
11. Nature of Indirect Beneficial Ownership (Instr.4) |
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Code
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V
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A
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D
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DE
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ED
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Title
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Amount or Number of Shares
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| Stock Option | $6.80 |
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09/10/2012
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Common Stock
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$
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5,000
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D
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| Stock Option | $9.25 |
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08/28/2011
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Common Stock
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$
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5,000
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D
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| Stock Option | $26.5625 |
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05/22/2006
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Common Stock
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$
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5,000
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D
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| Stock Option | $27.00 |
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05/18/2010
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Common Stock
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$
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5,000
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D
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| Stock Option | $32.1563 |
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05/14/2007
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Common Stock
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$
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5,000
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D
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| Stock Option | $54.2188 |
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05/22/2006
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Common Stock
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$
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5,000
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D
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| Stock Option | $60.4375 |
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05/20/2009
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Common Stock
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$
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5,000
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D
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| Deferred Comp. | $N/A | 05/01/2003 | 05/01/2003 |
J
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$2,500 |
N/A
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N/A
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Common Stock
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$ N/A
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$671,448.44
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D (01)
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Explanation of Responses:
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(01)Hypothetical investment of deferred compensation in Xerox Stock Fund under the Xerox Savings Plan.
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| By: | Date: |
| /s/ K. W. Fizer | 05/02/2003 |
| Attorney-In-Fact | |
| ** Signature of Reporting Person | SEC 1474 (9-02) |
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 4(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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
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Name and Address of Reporting Person*
Larsen, Ralph S.
(Last) (First) (Middle)
800 Long Ridge Road
P. O. Box 1600
(Street)
Stamford, CT 06904
(City) (State) (Zip)
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Issuer Name and Ticker or Trading Symbol Xerox Corporation
XRX |
Statement for (Month/Day/Year) 05/01/2003
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The undersigned hereby authorizes each of E. M. Filter, K. W. Fizer and M. S. Wagner, with full power to act alone, to file one or more beneficial ownership reports on behalf of the undersigned disclosing the undersigned's beneficial ownership of securities of Xerox Corporation, and amendments thereto, pursuant to the requirements of the Securities Exchange Act of 1934, as amended, which reports and amendments shall contain such information as either E. M. Filter, K. W. Fizer or M. S. Wagner deems appropriate. The undersigned hereby appoints each of E. M. Filter, K. W. Fizer or M. S. Wagner as attorneys-in-fact, with full powers to act alone, to execute such Forms and any and all amendments thereto in the name oand on behalf of the undersigned and to file with the Securities and Exchange Commission a form of this Power of Attorney, hereby granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of May, 1999. /s/ Ralph S. Larsen |