Sec Form 4 Filing - BOYKIN EDWARD P @ NCR CORP - 2016-12-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BOYKIN EDWARD P 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7 WORLD TRADE CENTER, 250 GREENWICH STREET, 35TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2016 (Street) NEW YORK, NY10007 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/05/2016 S 27,664 D $ 38.98 ( 1 ) 53,053 D Common Stock 12/05/2016 M 3,252 A $ 22.96 56,305 D Common Stock 12/05/2016 S 3,252 D $ 38.98 ( 2 ) 53,053 D Common Stock 12/05/2016 M 7,152 A $ 25.17 60,205 D Common Stock 12/05/2016 S 7,152 D $ 38.98 ( 3 ) 53,053 D Common Stock 12/05/2016 M 19,134 A $ 10.09 72,187 D Common Stock 12/05/2016 S 19,134 D $ 38.98 ( 4 ) 53,053 D Common Stock 12/05/2016 M 13,830 A $ 13.16 66,883 D Common Stock 12/05/2016 S 13,830 D $ 38.98 ( 5 ) 53,053 D Common Stock 12/05/2016 M 11,363 A $ 19.35 64,416 D Common Stock 12/05/2016 S 11,363 D $ 38.98 ( 6 ) 53,053 D Common Stock 12/05/2016 M 9,688 A $ 23.32 62,741 D Common Stock 12/05/2016 S 9,688 D $ 38.98 ( 7 ) 53,053 D Common Stock 12/05/2016 G V 1,950 ( 8 ) D $ 0 51,103 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 22.96 12/05/2016 M 3,252 04/25/2008 04/24/2017 Common Stock 3,252 $ 0 0 D Stock Option (Right to Buy) $ 25.17 12/05/2016 M 7,152 05/14/2009 05/13/2018 Common Stock 7,152 $ 0 0 D Stock Option (Right to Buy) $ 10.09 12/05/2016 M 19,134 05/01/2010 04/30/2019 Common Stock 19,134 $ 0 0 D Stock Option (Right to Buy) $ 13.16 12/05/2016 M 13,830 05/01/2011 04/30/2020 Common Stock 13,830 $ 0 0 D Stock Option (Right to Buy) $ 19.35 12/05/2016 M 11,363 05/03/2012 05/02/2021 Common Stock 11,363 $ 0 0 D Stock Option (Right to Buy) $ 23.32 12/05/2016 M 9,688 04/25/2013 04/25/2022 Common Stock 9,688 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOYKIN EDWARD P 7 WORLD TRADE CENTER 250 GREENWICH STREET, 35TH FLOOR NEW YORK, NY10007 X Signatures Laura J. Foltz, Attorney-in-Fact for Edward P. Boykin 12/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the sale of 27,664 shares in 247 transactions on December 5, 2016 ranging in price from $38.80 to $39.14 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )Represents the sale of 3,252 shares in 35 transactions on December 5, 2016 ranging in price from $38.80 to $39.09 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )Represents the sale of 7,152 shares in 74 transactions on December 5, 2016 ranging in price from $38.82 to $39.13 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )Represents the sale of 19,134 shares in 191 transactions on December 5, 2016 ranging in price from $38.82 to $39.14 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )Represents the sale of 13,830 shares in 138 transactions on December 5, 2016 ranging in price from $38.80 to $39.14 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 6 )Represents the sale of 11,363 shares in 113 transactions on December 5, 2016 ranging in price from $38.80 to $39.13 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 7 )Represents the sale of 9,688 shares in 100 transactions on December 5, 2016 ranging in price from $38.83 to $39.14 per share, resulting in a weighted average sale price of $38.98 per share. The reporting person undertakes to provide NCR Corporation ("NCR"), any security holder of NCR, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 8 )These are shares of NCR Corporation Common Stock that the reporting person gifted to a nonprofit 501(c)(3) organization.

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).

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