Sec Form 4 Filing - Schmid Gerrard @ DIEBOLD NIXDORF, Inc - 2021-02-21

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 Schmid Gerrard 2. Issuer Name and Ticker or Trading Symbol DIEBOLD NIXDORF, Inc [ DBD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O DIEBOLD NIXDORF, INCORPORATED, 5995 MAYFAIR ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2021 (Street) NORTH CANTON, OH44720 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 Shares 10,000 I By Spouse Common Shares 02/21/2021 F 19,440 ( 1 ) D $ 14.38 666,833 ( 2 ) 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 Performance Share Units ( 3 ) ( 3 ) 04/25/2022 Common Shares 56,059 56,059 D Non-Qualified Stock Option ( 4 ) $ 15.35 02/20/2019 02/20/2028 Common Shares 192,049 192,049 D Non-Qualified Stock Option ( 5 ) $ 4.49 01/29/2020 01/29/2029 Common Shares 676,814 676,814 D Non-Qualified Stock Option ( 5 ) $ 13.98 04/25/2020 04/25/2029 Common Shares 34,678 34,678 D Non-Qualified Stock Option ( 5 ) $ 13.15 01/30/2021 01/30/2030 Common Shares 253,907 253,907 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schmid Gerrard C/O DIEBOLD NIXDORF, INCORPORATED 5995 MAYFAIR ROAD NORTH CANTON, OH44720 X President and CEO Signatures Jonathan B. Leiken, Attorney-in-fact for Gerrard Schmid 02/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld pursuant to exercise of tax withholding right under the 2017 Equity and Performance Incentive Plan - Restricted Share Award ( 2 )Number includes restricted stock units. ( 3 )Award subject to a three-year performance period during which the Company's stock price must appreciate at least 25% in order for the grant to vest. Performance will be measured on the anniversaries of the grant date, and the award will vest upon the first achievement of the performance, but will payout in shares on a pro-rata annual basis after performance is satisfied. If the stock performance condition is not met by the third anniversary of the date of grant, then the entire award is forfeited. ( 4 )Option is generally exercisable in annual increments of 1/3, 1/3, 1/3 beginning one year from the date of grant. ( 5 )Granted under the 2017 Equity and Performance Incentive Plan; option is generally exercisable in annual increments of 1/3, 1/3, 1/3 beginning one year from the date of grant.

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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