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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NCR CORP [ NCR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/16/2005 | M | 3,332 | A | $9.675 | 23,609 | D | |||
Common Stock | 05/16/2005 | M | 14,000 | A | $19.885 | 37,609 | D | |||
Common Stock | 05/16/2005 | M | 5,686 | A | $20.75 | 43,295 | D | |||
Common Stock | 05/16/2005 | S | 18,018 | D | $37.026 | 25,277 | D | |||
Common Stock | 05/16/2005 | M | 832 | A | $9.675 | 1,110 | I | by wife | ||
Common Stock | 05/16/2005 | M | 2,150 | A | $20.595 | 3,260 | I | by wife | ||
Common Stock | 05/16/2005 | S | 2,982 | D | $37.0725 | 278 | I | by wife |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $20.75(2) | 05/16/2005 | M | 5,686 | (3) | 01/04/2009 | Common Stock | 8,840(4) | $0 | 3,154 | D | ||||
Employee Stock Option (Right to Buy) | $19.88(5) | 05/16/2005 | M | 14,000 | (6) | 01/22/2012 | Common Stock | 40,000(7) | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $9.67(8) | 05/16/2005 | M | 3,332 | (9) | 02/03/2013 | Common Stock | 10,000(10) | $0 | 3,336 | D | ||||
Employee Stock Option (Right to Buy) | $20.595(11) | 05/16/2005 | M | 2,150 | (12) | 01/24/2012 | Common Stock | 2,150(13) | $0 | 0 | I | by wife | |||
Employee Stock Option (Right to Buy) | $9.675(14) | 05/16/2005 | M | 832 | (15) | 02/03/2013 | Common Stock | 1,668(16) | $0 | 836 | I | by wife |
Explanation of Responses: |
2. Previously reported price was $41.50. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $41.50 split to $20.75. |
3. The option vested in 3 equal annual installments beginning 01/04/2000. |
4. Previously reported number of securities was 4,420. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported number of securities of 4,420 increased to 8,840, of which 5,686 shares are being exercised. |
5. Previously reported price was $39.77. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $39.77 split to $19.88. |
6. The option vests in 3 equal annual installments beginning on 01/22/2003. |
7. Previously reported number of securities was 20,000. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported number of securities of 20,000 increased to 40,000, of which 26,000 were exercised in February 2005 and 14,000 are being exercised. |
8. Previously reported price was $19.35. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $19.35 split to $9.675. |
9. The option vests in 3 equal annual installments beginning on 02/03/2004. |
10. Previously reported number of securities was 5,000. On February 18, 2004, the reporting person exercised 1,666 of these options. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the remaining number of securities of 3,334 increased to 6,668, of which 3,332 are being exercised. |
11. Previously reported price was $41.19. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $41.19 split to $20.595. |
12. The option vests in 3 equal annual installments beginning on 01/24/203. Option is held by the spouse of the reporting person. |
13. Previously reported number of securities was 1,075. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported number of securities of 1,075 increased to 2,150, all of which are being exercised. |
14. Previously reported price was $19.35. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $19.35 split to $9.675. |
15. The option vests in 3 equal annual installments beginning on 02/03/2004. Option is held by the spouse of the reporting person. |
16. Previously reported number of securities was 1,250. On February 18, 2004, the spouse of the reporting person exercised 416 of these options. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the balance of 834 options increased to 1,668 options, of which 832 options are being exercised. |
Nelson F. Greene, Attorney-in-fact for Peter J. Bocian | 05/18/2005 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |