Beth Potter Form 4 NCR / Beth Potter ownership change

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^*

Potter Beth

(Last) (First) (Middle)

864 SPRING STREET NW

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NCR CORP [ NCR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	02/08/2021		F		474(1)	D	$37.68	7,115	D
Common Stock	02/08/2021		M		2,936(2)	A	$0.00	10,051	D
Common Stock	02/08/2021		F		1,040(3)	D	$37.68	9,011	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	$0.00(2)	02/08/2021		M		2,939(2)		(2)	(2)	Common Stock	2,939	$0.00	2,939	D
Restricted Stock Units	$0.00(4)	02/09/2021		M		2,412(4)		(4)	(4)	Common Stock	2,412	$0.00	2,412	D

Explanation of Responses:

1. These shares were withheld to cover tax withholding obligations when 1,577 previously reported restricted stock units (RSUs) vested on February 8, 2021.

2. Table I reports vesting of the second one-third of previously reported 3-year ratable vesting performance-based RSUs granted on February 8, 2019. Vesting of the remaining one-third of such RSUs, shown in Table II, is subject to the reporting person's continued employment with the issuer through the vesting date in accordance with the RSU award agreement.

3. These shares were withheld to cover tax withholding obligations when 2,936 restricted stock units vested on February 8, 2021 as reported herein.

4. Performance-based RSUs as to which the performance-related conditions to vesting have been satisfied. These RSUs vest ratably, with one-third vesting on each of the first, second and third anniversaries of the February 12, 2020 grant date, subject to the reporting person's continued service with the issuer through the vesting dates in accordance with the RSU award agreement.

Remarks:

	Laura J. Foltz, Attorney-in-Fact for Beth Potter	02/10/2021
	** 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).
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