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 OF SECURITIES
                                                                                  
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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 *

Potter Beth
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
(Last)          (First)          (Middle)

864 SPRING STREET NW
3. Date of Earliest Transaction (MM/DD/YYYY)

2/23/2021
(Street)

ATLANTA, GA 30308
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/23/2021  F  205 (1)D$35.41 8990 D  
Common Stock 2/23/2021  A  2383 (2)A$35.41 11373 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units (3) (4)2/23/2021  A   4236 (4)    (4) (4)Common Stock 4236 $35.41 4236 D  

Explanation of Responses:
(1) These shares were withheld to cover tax withholding obligations when 678 previously reported restricted stock units vested on February 23, 2021.
(2) Partial settlement of an award under the long-term NCR Strategic Transformation Fitness Plan pursuant to the Second Amended and Restated NCR Management Incentive Plan in the form of Restricted Stock Units (RSUs) granted on February 23, 2021 that will vest in full on December 31, 2021, generally subject to the reporting person's continued employment with the issuer through the vesting date in accordance with the RSU award agreement.
(3) These are time-based restricted stock units granted February 23, 2021 that will vest ratably, with 1/3 of such units vesting on each of the first, second and third anniversaries of the grant date (each a "Vesting Date"), subject to the reporting person's continued employment with the issuer on the applicable Vesting Dates, and in accordance with the terms and conditions of the applicable award agreement. The reporting person elected to defer receipt of such units in accordance with the terms of the NCR Corporation Deferred Compensation Plan ("Plan").
(4) The phantom stock units: (i) are converted into common stock on a one-for-one basis, and (ii) become payable in accordance with the applicable award agreement and the Plan following separation from Company service.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Potter Beth
864 SPRING STREET NW
ATLANTA, GA 30308


CAO

Signatures
Laura J. Foltz, Attorney-in-Fact for Beth Potter2/25/2021
**Signature of Reporting PersonDate

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