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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
NCR CORP [ NCR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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). | ||
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. |