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*
DORSMAN PETER A

(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)
Vice President, Systemedia
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2007
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 10/24/2007 A 2,949(1) A $25.68 19,270(3) D
Common Stock 10/24/2007 A 718(2) A $25.68 19,988(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These are time-based restricted stock units that were granted due to the overperformance of 6,051 performance-based restricted shares granted April 17, 2006. As a result of the Company's spin-off of the Teradata Division, those 6,051 performance-based restricted shares were converted into 13,126 performance-based restricted shares, 2/3 of which vested on October 24, 2007. Because the Company's performance as of the spin-off exceeded the performance targets, the Compensation and Human Resource Committee elected to award the reporting person with time-based restricted stock units in the amount reported. The restricted stock units will vest on December 31, 2008, provided the reporting person is still employed by the Company on that date. The remaining 1/3 of the original award was converted into 1-year performance-based restricted stock unit awards that vest December 31, 2008, if applicable performance criteria are met.
2. These are time-based restricted stock units that were granted due to the overperformance of 1,473 performance-based restricted shares granted September 6, 2006. As a result of the Company's spin-off of the Teradata Division, those 1,473 performance-based restricted shares were converted into 3,195 performance-based restricted shares, 2/3 of which vested on October 24, 2007. Because the Company's performance as of the spin-off exceeded the performance targets, the Compensation and Human Resource Committee elected to award the reporting person with time-based restricted stock units in the amount reported. The restricted stock units will vest on December 31, 2008, provided the reporting person is still employed by the Company on that date. The remaining 1/3 of the original award was converted into 1-year performance-based restricted stock unit awards that vest December 31, 2008, if applicable performance criteria are met.
3. This share total reflects the conversions that took place as a result of the spin-off of the Teradata Division.
Nelson F. Greene, Attorney-in-fact for Peter A. Dorsman 10/26/2007
** 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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