SEC FORM 4

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^*

SWIDARSKI THOMAS W

(Last)

(First)

(Middle)

C/O DIEBOLD, INCORPORATED

5995 MAYFAIR ROAD

(Street)

NORTH CANTON

44720

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIEBOLD INC [ DBD ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,472	I	401(k)⁽¹⁾
Common Stock	02/11/2009		A		22,800⁽²⁾	A	$24.79	74,577	D
Common Stock	02/11/2009		F		10,203⁽²⁾	D	$24.79	64,373	D
Common Stock	02/11/2009		G	V	12,597	D	$0	51,777⁽³⁾	D
Common Stock	02/11/2009		G	V	12,597	A	$0	21,404	I	By Wife

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Option	$22.88							01/27/2001	01/26/2010	Common Stock	1,500		1,500	D
Non-qualified Stock Option	$28.69							02/07/2002	02/06/2011	Common Stock	8,000		8,000	D
Non-qualified Stock Option	$36.59							02/06/2003	02/05/2012	Common Stock	15,000		15,000	D
Non-qualified Stock Option	$36.31							02/05/2004	02/04/2013	Common Stock	20,000		20,000	D
Non-qualified Stock Option	$53.1							02/11/2005	02/10/2014	Common Stock	25,000		25,000	D
Non-qualified Stock Option	$55.23							02/10/2006	02/09/2015	Common Stock	22,900		22,900	D
Non-qualified Stock Option	$37.87							⁽⁴⁾	12/11/2012	Common Stock	150,000		150,000	D
Non-qualified Stock Option	$25.53							02/13/2009	02/12/2018	Common Stock	120,000		120,000	D
Non-qualified Stock Option⁽⁵⁾	$24.79	02/11/2009		A		150,000		02/11/2010	02/10/2019	Common Stock	150,000	$24.79	150,000	D

Explanation of Responses:

1. Number of 401(k) shares owned as of most current statement; fractional shares omitted.

2. Reflects delivery of performance shares earned for performance period 2006-2008 under the 1991 Equity and Performance Incentive Plan, as amended, and withholding of shares pursuant to tax withholding right.

3. Number includes restricted stock units

4. 75,000 of these options became exercisable when the stock traded at $50/share or higher for 20 consecutive trading days in July 2007, and the second 75,000 will become exercisable when the stock trades at $60/share or higher for 20 consecutive trading days. All remaining options will become exercisable on the sixth anniversary date of the award.

5. Granted under the 1991 Equity and Performance Incentive Plan; option is generally exercisable in annual increments of 25% beginning one year from date of grant.

Remarks:

	Chad F. Hesse, Att'y.-in-fact for Thomas W. Swidarski	02/13/2009
	** 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.
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