SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NCR CORP [ NCR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/05/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/05/2016 | S | 27,664 | D | $38.98(1) | 53,053 | D | |||
| Common Stock | 12/05/2016 | M | 3,252 | A | $22.96 | 56,305 | D | |||
| Common Stock | 12/05/2016 | S | 3,252 | D | $38.98(2) | 53,053 | D | |||
| Common Stock | 12/05/2016 | M | 7,152 | A | $25.17 | 60,205 | D | |||
| Common Stock | 12/05/2016 | S | 7,152 | D | $38.98(3) | 53,053 | D | |||
| Common Stock | 12/05/2016 | M | 19,134 | A | $10.09 | 72,187 | D | |||
| Common Stock | 12/05/2016 | S | 19,134 | D | $38.98(4) | 53,053 | D | |||
| Common Stock | 12/05/2016 | M | 13,830 | A | $13.16 | 66,883 | D | |||
| Common Stock | 12/05/2016 | S | 13,830 | D | $38.98(5) | 53,053 | D | |||
| Common Stock | 12/05/2016 | M | 11,363 | A | $19.35 | 64,416 | D | |||
| Common Stock | 12/05/2016 | S | 11,363 | D | $38.98(6) | 53,053 | D | |||
| Common Stock | 12/05/2016 | M | 9,688 | A | $23.32 | 62,741 | D | |||
| Common Stock | 12/05/2016 | S | 9,688 | D | $38.98(7) | 53,053 | D | |||
| Common Stock | 12/05/2016 | G | V | 1,950(8) | D | $0.00 | 51,103 | D | ||
| 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. Conversion or Exercise Price of Derivative 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 and Expiration Date (Month/Day/Year) | 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: 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 | ||||||||
| Stock Option (Right to Buy) | $22.96 | 12/05/2016 | M | 3,252 | 04/25/2008 | 04/24/2017 | Common Stock | 3,252 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $25.17 | 12/05/2016 | M | 7,152 | 05/14/2009 | 05/13/2018 | Common Stock | 7,152 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $10.09 | 12/05/2016 | M | 19,134 | 05/01/2010 | 04/30/2019 | Common Stock | 19,134 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $13.16 | 12/05/2016 | M | 13,830 | 05/01/2011 | 04/30/2020 | Common Stock | 13,830 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $19.35 | 12/05/2016 | M | 11,363 | 05/03/2012 | 05/02/2021 | Common Stock | 11,363 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $23.32 | 12/05/2016 | M | 9,688 | 04/25/2013 | 04/25/2022 | Common Stock | 9,688 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents the sale of 27,664 shares in 247 transactions on December 5, 2016 ranging in price from $38.80 to $39.14 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. Represents the sale of 3,252 shares in 35 transactions on December 5, 2016 ranging in price from $38.80 to $39.09 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3. Represents the sale of 7,152 shares in 74 transactions on December 5, 2016 ranging in price from $38.82 to $39.13 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. Represents the sale of 19,134 shares in 191 transactions on December 5, 2016 ranging in price from $38.82 to $39.14 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. Represents the sale of 13,830 shares in 138 transactions on December 5, 2016 ranging in price from $38.80 to $39.14 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. Represents the sale of 11,363 shares in 113 transactions on December 5, 2016 ranging in price from $38.80 to $39.13 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. Represents the sale of 9,688 shares in 100 transactions on December 5, 2016 ranging in price from $38.83 to $39.14 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. These are shares of NCR Corporation Common Stock that the reporting person gifted to a nonprofit 501(c)(3) organization. |
| Remarks: |
| Laura J. Foltz, Attorney-in-Fact for Edward P. Boykin | 12/07/2016 | |
| ** 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 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||