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^*

Ledford Andrea

(Last)

(First)

(Middle)

864 SPRING STREET NW

(Street)

ATLANTA

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)
	EVP CAO, Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2018

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	02/23/2018		F		846⁽¹⁾	D	$32.57	73,480	D
Common Stock	02/24/2018		F		1,080⁽²⁾	D	$32.57	72,991⁽³⁾	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)
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)
Employee Stock Option (Right to Buy)	$32.57	02/23/2018		A		59,524		⁽⁴⁾	02/23/2025	Common Stock	59,524	$0.00	59,524	D
Restricted Stock Units	$0.00⁽⁵⁾	02/23/2018		A		7,631		⁽⁵⁾	⁽⁵⁾	Common Stock	7,631	$0.00	7,631	D
Restricted Stock Units	$0.00⁽⁶⁾	02/23/2018		A		38,033		⁽⁶⁾	⁽⁶⁾	Common Stock	38,033	$0.00	38,033	D

Explanation of Responses:

1. These shares were withheld to cover tax withholding obligations when 2,091 previously reported restricted stock units vested on February 23, 2018.

2. These shares were withheld to cover tax withholding obligations when 2,851 previously reported restricted stock units vested on February 24, 2018.

3. Includes 590.406 shares acquired under the NCR Employee Stock Purchase Plan in 2017. These shares were rounded to 591 for disclosure in this table.

4. This is an option granted on February 23, 2018 that will vest ratably with one-quarter vesting on each of the first, second, third and fourth anniversaries of the grant date (each an "Option Vesting Date") subject to the reporting person's continued employment with the issuer on the applicable Option Vesting Date in accordance with the terms of the applicable award agreement.

5. These are performance-vesting restricted stock units as to which the performance-related conditions to vesting have been satisfied. The units will vest ratably with one-third of such units vesting on each of the first, second and third anniversaries of the February 27, 2017 grant date (each an "RSU Vesting Date") subject to the reporting person's continued employment with the issuer on the applicable RSU Vesting Date in accordance with the terms of the applicable award agreement.

6. These are performance-based restricted stock units as to which certain performance-related conditions to vesting have been satisfied. The units will vest on August 24, 2019, subject to the reporting person's continued employment with the issuer on that date and in accordance with the terms and conditions of the applicable award agreement.

Remarks:

	Laura J. Foltz, Attorney-in-Fact for Andrea Ledford	02/27/2018
	** 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).
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