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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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OMB Number: 3235-0287
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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*
Hayford Michael D
(Last) (First) (Middle)
864 SPRING STREET NW
(Street)
ATLANTA GA 30308
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023
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 11/03/2023 M 36,860(1) A $0.00 867,832 D
Common Stock 11/03/2023 F 16,624(2) D $23.41 851,810(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
Restricted Stock Units (1) 01/03/2023 M 38,859 (1) (1) Common Stock 38,859 $0.00 38,859 D
Explanation of Responses:
1. Performance share restricted stock units (RSUs) as to which the performance related conditions to vesting were satisfied on December 31, 2022. These RSUs vest ratably, with 50% having vested on December 31, 2022 as shown on Table I, and the remaining 50% shown on Table II scheduled to vest on December 31, 2023 subject to certain conditions.
2. These shares were withheld to cover tax withholding obligations when 36,860 performance shares vested on December 31, 2022 as reported herein.
3. Includes 602.265 shares acquired under the NCR Employee Stock Purchase Plan in March 2022. These shares were rounded to 602 for disclosure in this table.
Remarks:
Leah Singleton, Attorney-in-Fact for Michael D. Hayford 01/04/2023
** 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.
+LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
The undersigned constitutes and appoints each of Leah Singleton, Steve Kwon and
James M. Bedore, or either of them acting singly and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:
      1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer or director or both of NCR Corporation (the "Company"),
Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules thereunder;
      2. 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, complete and execute any amendments thereto, and timely file such form
with the U.S. Securities and Exchange Commission (the "SEC") and any securities
exchange or similar authority, including without limitation the filing of a Form
ID or any other documents necessary or appropriate to enable the undersigned to
file the Forms 3, 4 and 5 electronically with the SEC; and
      3. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to each of the undersigned's attorneys-in-fact appointed by
this Limited Power of Attorney and approves and ratifies any such release of
information; and
      4. take any other action 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 or for, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Limited Power of Attorney shall be in such form and shall
contain such information and disclosure 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
required, 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 Limited 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 and on the behalf of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.
            This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 or 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 each of the foregoing attorneys-in-fact.
[SIGNATURE PAGE FOLLOWS]


      IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 19th  day of October, 2022.

      						Signed and acknowledged:


							/s/ MICHAEL D. HAYFORD
							MICHAEL D. HAYFORD