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*
WALLACE CHRISTINE W

(Last) (First) (Middle)
1700 S. PATTERSON BOULEVARD

(Street)
DAYTON OH 45479

(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)
Senior V.P., Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2005
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)
Code V Amount (A) or (D) Price
Common Stock 05/18/2005 M 20,000 A $17.375 44,684.3466 D
Common Stock 05/18/2005 M 24,000 A $19.0938 68,684.3466 D
Common Stock 05/18/2005 M 9,000 A $20.595 77,684.3466 D
Common Stock 05/18/2005 S 48,000 D $37.5146 30,197.2941(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $17.375(2) 05/18/2005 M 20,000 (3) 09/17/2009 Common Stock 30,000(4) $0 0 D
Employee Stock Option (Right to Buy) $19.0938(5) 05/18/2005 M 24,000 (6) 01/03/2010 Common Stock 24,000(7) $0 0 D
Employee Stock Option (Right to Buy) $20.595(8) 05/18/2005 M 9,000 (9) 01/24/2012 Common Stock 9,000(10) $0 0 D
Explanation of Responses:
1. Includes 512.947542 shares acquired under the NCR Employee Stock Purchase Plan in April 2005.
2. Previously reported price was $34.75. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $34.75 split to $17.3750.
3. The option vests in 3 equal annual installments beginning on 09/17/2000.
4. Previously reported number of securities was 15,000. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the reported number of securities of 15,000 increased to 30,000, 10,000 of which were exercised on March 8, 2005, and 20,000 of which are being exercised.
5. Previously reported price was $38.19. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $38.19 split to $19.0938.
6. The option vests in 3 equal annual installments beginning on 01/03/2001.
7. Previously reported number of securities was 12,000. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the reported number of securities of 12,000 increased to 24,000, all of which are being exercised.
8. 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 $20.5950.
9. The option vests in 3 equal annual installments beginning on 01/24/2003.
10. Previously reported number of securities was 4,500. 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 4,500 increased to 9,000, all of which are being exercised.
Nelson F. Greene, Attorney-in-fact for Nelson F. Greene 05/20/2005
** 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).
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