| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/23/2014 |
3. Issuer Name and Ticker or Trading Symbol
NCR CORP [ NCR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 36,544 | D | |
| Common Stock | 6,075(1) | D | |
| Common Stock | 5,784(2) | D | |
| Common Stock | 5,130(3) | D | |
| Common Stock | 4,862(4) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Options (right to buy) | 10/01/2008(5) | 09/30/2017 | Common Stock | 3,905 | 23.93 | D | |
| Employee Stock Options (right to buy) | 03/01/2009(5) | 02/28/2018 | Common Stock | 14,096 | 22.16 | D | |
| Employee Stock Options (right to buy) | 02/23/2011(5) | 02/22/2020 | Common Stock | 2,311 | 12.81 | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 22,177 | 0 | D | |
| Explanation of Responses: |
| 1. These are time-based restricted stock units granted on January 1, 2012 that will vest on January 1, 2015, 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. |
| 2. These are time-based restricted stock units granted on February 28, 2012 that will vest on February 28, 2015, 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. |
| 3. These are time-based restricted stock units granted on February 25, 2013 that will vest on February 25, 2016, 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. |
| 4. These are time-based restricted stock units granted on February 24, 2014 that will vest on February 24, 2017, 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. |
| 5. These options are fully vested. |
| 6. These are restricted stock units as to which certain performance-related conditions to vesting have been satisfied. The units will vest 50% on February 28, 2015 and 50% on October 28, 2015, subject to the reporting person's continued employment with the issuer on these dates and in accordance with the terms and conditions of the applicable award agreement. |
| Jennifer M. Daniels as Attorney-in-Fact for Frederick Marquardt | 05/05/2014 | |
| ** 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 5 (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. | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and
appoints each of Jennifer M. Daniels and Elise Kirban, signing singly, the undersigned's true and
lawful attorney-in-fact to:(1) apply for electronic access codes with the Securities and Exchange Commission on
my behalf;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an
officer of NCR Corporation (the "Company"), Forms 3, 4, and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely
file such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.This Power of Attorney shall revoke any and all other powers of attorney previously
executed by the undersigned in connection with his or her capacity as a director or officer of the
Company relating to the filings of Forms 3, 4 or 5. This Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of April, 2014.
By: /s/ Frederick Marquardt