Sec Form 4 Filing - Potter Beth @ NCR CORP - 2021-02-08

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 Potter Beth 2. Issuer Name and Ticker or Trading Symbol NCR CORP [ NCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CAO (Last) (First) (Middle) 864 SPRING STREET NW 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2021 (Street) ATLANTA, GA30308 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 02/08/2021 F 474 ( 1 ) D $ 37.68 7,115 D Common Stock 02/08/2021 M 2,936 ( 2 ) A $ 0 10,051 D Common Stock 02/08/2021 F 1,040 ( 3 ) D $ 37.68 9,011 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 Restricted Stock Units $ 0 ( 2 ) 02/08/2021 M 2,939 ( 2 ) ( 2 ) ( 2 ) Common Stock 2,939 $ 0 2,939 D Restricted Stock Units $ 0 ( 4 ) 02/09/2021 M 2,412 ( 4 ) ( 4 ) ( 4 ) Common Stock 2,412 $ 0 2,412 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Potter Beth 864 SPRING STREET NW ATLANTA, GA30308 CAO Signatures Laura J. Foltz, Attorney-in-Fact for Beth Potter 02/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were withheld to cover tax withholding obligations when 1,577 previously reported restricted stock units (RSUs) vested on February 8, 2021. ( 2 )Table I reports vesting of the second one-third of previously reported 3-year ratable vesting performance-based RSUs granted on February 8, 2019. Vesting of the remaining one-third of such RSUs, shown in Table II, is subject to the reporting person's continued employment with the issuer through the vesting date in accordance with the RSU award agreement. ( 3 )These shares were withheld to cover tax withholding obligations when 2,936 restricted stock units vested on February 8, 2021 as reported herein. ( 4 )Performance-based RSUs as to which the performance-related conditions to vesting have been satisfied. These RSUs vest ratably, with one-third vesting on each of the first, second and third anniversaries of the February 12, 2020 grant date, subject to the reporting person's continued service with the issuer through the vesting dates in accordance with the RSU award agreement.

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).

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