UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)*
DIEBOLD NIXDORF, INCORPORATED
(Name of Issuer)
COMMON
SHARES, PAR VALUE $1.25 PER SHARE
(Title of Class of
Securities)
253651103
(CUSIP
Number)
December 31, 2022
(Date of Event
which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
☒ Rule
13d-1(b)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
* The remainder of this cover page
shall be filled out for a reporting person's initial filing on this
form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see Instructions).
1
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NAMES OF
REPORTING PERSONS
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|
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Beach Point
Capital Management LP ("Beach Point Capital")
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|
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2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)☐
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(b)☒
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3
|
SEC USE
ONLY
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|
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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|
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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|
|
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6
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SHARED VOTING
POWER
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2,897,395 **see
Note 1**
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|
|
|
7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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|
|
2,897,395 **see
Note 1**
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|
|
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
2,897,395 **see
Note 1**
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|
|
|
|
10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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|
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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3.7%
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|
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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|
IA
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1
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NAMES OF
REPORTING PERSONS
|
|
|
Beach Point GP
LLC ("Beach Point GP")
|
|
|
|
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2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)☒
|
|
|
3
|
SEC USE
ONLY
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING
POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING
POWER
|
|
|
2,897,395 **see
Note 1**
|
|
|
|
|
7
|
SOLE DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
|
2,897,395 **see
Note 1**
|
|
|
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
2,897,395 **see
Note 1**
|
|
|
|
|
10
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
3.7%
|
|
|
|
|
12
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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|
|
HC
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ITEM 1(a). |
NAME OF
ISSUER:
|
DIEBOLD NIXDORF, INCORPORATED (the
"Issuer")
ITEM 1(b). |
ADDRESS OF
ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
|
P.O. Box 2520, 50 Executive Parkway,
Hudson, OH 44236
ITEM 2(a). |
NAME OF PERSON
FILING:
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Beach Point Capital
Beach Point GP
ITEM 2(b). |
ADDRESS OF
PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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c/o Beach Point Capital Management LP,
1620 26th Street Suite 6000n, Santa Monica, CA 90404
Beach Point Capital - Delaware
Beach Point GP - Delaware
ITEM 2(d). |
TITLE OF CLASS
OF SECURITIES:
|
COMMON SHARES, PAR VALUE $1.25 PER
SHARE (“Common Stock”)
253651103
ITEM 3. |
IF THIS
STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or
(c) CHECK WHETHER THE PERSON FILING IS A:
|
(a) |
☐ Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78c);
|
(b) |
☐ Bank as defined in Section 3(a)(6)
of the Act (15 U.S.C. 78c);
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(c) |
☐ Insurance company as defined in
Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d) |
☐ Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8);
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(e) |
☒ An investment adviser in accordance
with 240.13d-1(b)(1)(ii)(E);
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(f) |
☐ An employee benefit plan or
endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g) |
☒ A parent holding company or control
person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h) |
☐ A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i) |
☐ A church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j) |
☐ A non-U.S. institution in accordance
with 240.13d-1(b)(1)(ii)(J);
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(k) |
☐ Group, in accordance with
240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in
accordance with 240.13d1(b)(1)(ii)(J), please specify the type of
institution:
|
Provide the following information
regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
2,897,395 by each of Beach Point
Capital and Beach Point GP (collectively, “Beach Point”). **see
Note 1**
The Common Stock reported as
beneficially owned by Beach Point in this Schedule 13G includes
2,897,395 shares of Common Stock held by certain clients of Beach
Point (the "Clients").
(b) Percent of class:
3.7% by each of Beach Point Capital
and Beach Point GP. The percent of class is based on 79,078,063
shares of Common Stock outstanding as of November 4, 2022, as
reported on the Issuer's quarterly report on Form 10-Q filed on
November 9, 2022.
(c) Number of shares as to which the
person has:
(i) Sole power to vote or to direct
the vote:
Beach Point Capital - 0
Beach Point GP - 0
(ii) Shared power to vote or to direct
the vote:
Beach Point Capital - 2,897,395 **see
Note 1**
Beach Point GP - 2,897,395 **see Note
1**
(iii) Sole power to dispose or to
direct the disposition of:
Beach Point Capital - 0
Beach Point GP - 0
(iv) Shared power to dispose or to
direct the disposition of:
Beach Point Capital - 2,897,395 **see
Note 1**
Beach Point GP - 2,897,395 **see Note
1**
ITEM 5. |
OWNERSHIP OF
FIVE PERCENT OR LESS OF A CLASS:
|
If this statement is being filed to
report the fact that as of the date hereof each of the Reporting
Persons has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ☒.
ITEM 6. |
OWNERSHIP OF
MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
|
While Beach Point Capital and Beach
Point GP may each be deemed the beneficial owner of the shares of
Common Stock of the Issuer, each of the reporting persons is the
beneficial owner of such stock on behalf of the Clients who have
the right to receive and the power to direct the receipt of the
dividends from, or the proceeds of the sale of, such Common
Stock.
ITEM 7. |
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
|
See Exhibit I
ITEM 8. |
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP:
|
Not applicable
ITEM 9. |
NOTICE OF
DISSOLUTION OF GROUP:
|
Not applicable
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
** Note 1 ** Beach Point Capital, an
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, furnishes investment advice to certain
clients (the Clients). In its role as investment adviser, Beach
Point Capital possesses voting and investment power over the shares
of Common Stock of the Issuer described in this schedule that are
owned by the Clients, and may be deemed to be the beneficial owner
of the shares of Common Stock of the Issuer held by the Clients.
However, all securities reported in this schedule are owned by the
Clients. Beach Point Capital disclaims beneficial ownership of such
securities. Beach Point GP is the sole general partner of Beach
Point Capital. As a result, Beach Point GP may be deemed to share
beneficial ownership of the shares of Common Stock of the Issuer
held by the Clients. Beach Point GP disclaims beneficial ownership
of such securities.
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
February 9,
2023
Date
Beach Point
Capital Management LP
/s/ Lawrence M.
Goldman
Signature
Lawrence M.
Goldman, Chief Administrative Officer and General Counsel
Name/Title
February 9,
2023
Date
Beach Point GP
LLC
/s/ Lawrence M.
Goldman
Signature
Lawrence M.
Goldman, Chief Administrative Officer and General Counsel
Name/Title
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (see 18
U.S.C. 1001).
EXHIBIT
INDEX
Exhibit I - Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person
Exhibit II - Joint Filing
Agreement
EXHIBIT I
Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person
Beach Point GP LLC is the sole general
partner and therefore control person of Beach Point Capital
Management LP, an investment adviser registered under Section 203
of the Investment Advisers Act of 1940.
EXHIBIT II
Joint Filing
Agreement
THIS JOINT FILING AGREEMENT is entered
into as of February 9, 2023, by and among the parties signatories
hereto. The undersigned hereby agree that the Statement on Schedule
13G with respect to the shares of Common Shares, par value $1.25
per share, of Diebold Nixdorf, Incorporated is, and any amendment
thereafter signed by each of the undersigned shall be, filed on
behalf of each undersigned pursuant to and in accordance with the
provisions of 13d-1(k) under the Securities Exchange Act of 1934,
as amended.
February 9,
2023
Date
Beach Point
Capital Management LP
/s/ Lawrence M.
Goldman
Signature
Lawrence M.
Goldman, Chief Administrative Officer and General Counsel
Name/Title
February 9,
2023
Date
Beach Point GP
LLC
/s/ Lawrence M.
Goldman
Signature
Lawrence M.
Goldman, Chief Administrative Officer and General Counsel
Name/Title