Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
March 11 2024 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Diebold Nixdorf, Incorporated |
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(Name of Issuer) |
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Common Shares |
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(Title of Class of Securities) |
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253651202 |
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(CUSIP Number) |
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Erik A. Vayntrub
Capital World Investors
333 South Hope Street, 55th Floor
Los Angeles, CA 90071
(213) 486-9108 |
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(Name, Address and Telephone Number of Person Authorized to |
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Receive Notices and Communications) |
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March 7, 2024 |
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(Date of Event which Requires Filing of this Statement) |
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. [ _ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 (the “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
the Notes).
CUSIP No. 253651202
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13D |
Page 2 of 5 |
1 |
NAMES OF REPORTING PERSONS |
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Capital World Investors |
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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SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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OO |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
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PURSUANT TO ITEMS 2(d) OR 2(e) |
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[ _ ] |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
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12,185,676 |
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SHARED VOTING POWER |
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9 |
SOLE DISPOSITIVE POWER |
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12,185,676 |
10 |
SHARED DISPOSITIVE POWER |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12,185,676 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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[ _ ] |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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32.4%(1) |
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14 |
TYPE OF REPORTING PERSON |
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IA |
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| (1) | The calculation of the percentage of the class beneficially owned by the reporting person is based on 37,566,678 Common Shares (as
defined in Item 1 below) outstanding as of March 3, 2024, as reported in the Issuer’s Annual Report on Form 10-K, filed with the
SEC on March 8, 2024. |
CUSIP No. 253651202
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13D |
Page 3 of 5 |
AMENDMENT NO. 2 TO
SCHEDULE 13D
This Amendment No. 2 (“Amendment
No. 2”) amends and supplements the Schedule 13D filed on August 21, 2023, as amended by Amendment No. 1 thereto filed on
October 24, 2023 (as amended, the “Schedule 13D”) on behalf of Capital World Investors (“CWI” or
the “Reporting Person”), a division of Capital Research and Management Company (“CRMC”), a Delaware
corporation, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc.,
Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and
Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”), relating
to the common shares, $0.01 par value per share (the “Common Shares”), of Diebold Nixdorf, Incorporated, a Delaware
corporation (the “Issuer”). Each Item below amends and supplements the information disclosed under the corresponding
Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously
reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein
as are ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 5(a) of the Schedule 13D is hereby amended
and restated as follows:
(a) The aggregate number of Common Shares to which this Schedule 13D relates
is 12,185,676 Common Shares held as of the close of business on March 11, 2024. The foregoing percentage is calculated based on 37,566,678
Common Shares outstanding as of March 3, 2024, as reported in the Issuer’s Annual Report on Form 10-K, filed with the SEC on March
8, 2024.
The information contained in Item 5(c) of the Schedule 13D is hereby amended
to add the following:
(c)
The following table describes all transactions in the Common Shares by the
CWI Clients that were effected during the sixty days prior to the filing of this Amendment No. 2. All of these transactions were effected
in the open market or through block trades through a broker. The CWI Clients undertake to provide to provide to the staff of the Securities
and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set
forth in footnotes (1) through (6).
Date of Transaction |
Transaction |
Number of Common Shares Transacted |
Price Per Share |
2/22/2024 |
Sell |
60,920 |
$34.3396 (1) |
2/23/2024 |
Sell |
99,723 |
$34.2081 (2) |
2/26/2024 |
Sell |
25,000 |
$35.0000 |
2/27/2024 |
Sell |
94 |
$34.1000 |
2/28/2024 |
Sell |
5,000 |
$32.5147 |
2/29/2024 |
Sell |
17,381 |
$33.2536 (3) |
3/1/2024 |
Sell |
41,605 |
$33.0035 |
3/4/2024 |
Sell |
42,139 |
$33.1842 (4) |
3/5/2024 |
Sell |
28,519 |
$33.0204 (5) |
3/6/2024 |
Sell |
627 |
$33.0000 |
3/7/2024 |
Sell |
67,818 |
$33.1751 (6) |
3/8/2024 |
Sell |
2,274 |
$33.8405 |
| (1) | The price reported is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $34.1700
to $34.5001, inclusive. |
| (2) | The price reported is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $33.9162
to $34.4759, inclusive. |
| (3) | The price reported is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $33.1621
to $33.2584, inclusive. |
CUSIP No. 253651202
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13D |
Page 4 of 5 |
(4) | The price reported is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $33.0837
to $33.2531, inclusive. |
| (5) | The price reported is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $33.0019
to $33.1520, inclusive. |
| (6) | The price reported is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $33.1521
to $33.2564, inclusive. |
CUSIP No. 253651202
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13D |
Page 5 of 5 |
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.
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CAPITAL WORLD INVESTORS
/s/ Erik A. Vayntrub
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Erik A. Vayntrub |
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(Name) |
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Senior Vice President and Senior Counsel, Fund Business
Management Group, Capital Research and Management Company |
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(Title) |
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March 11, 2024 |
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(Date) |
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