Statement of Changes in Beneficial Ownership (4)
February 23 2021 - 04:35PM
Edgar (US Regulatory)
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 OF SECURITIES
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APPROVAL
OMB Number: 3235-0287
Estimated average burden
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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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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/YYYY)
2/21/2021
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(Street)
NORTH CANTON, OH 44720
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
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|
|
|
|
|
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10000 |
I |
By Spouse |
Common Shares |
2/21/2021 |
|
F |
|
19440 (1) |
D |
$14.38 |
666833 (2) |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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) |
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|
|
|
|
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(3) |
4/25/2022 |
Common Shares |
56059.0 |
|
56059 |
D |
|
Non-Qualified Stock Option (4) |
$15.35 |
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|
|
|
|
|
2/20/2019 |
2/20/2028 |
Common Shares |
192049.0 |
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192049 |
D |
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Non-Qualified Stock Option (5) |
$4.49 |
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|
|
|
|
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1/29/2020 |
1/29/2029 |
Common Shares |
676814.0 |
|
676814 |
D |
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Non-Qualified Stock Option (5) |
$13.98 |
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|
|
|
|
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4/25/2020 |
4/25/2029 |
Common Shares |
34678.0 |
|
34678 |
D |
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Non-Qualified Stock Option (5) |
$13.15 |
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|
|
|
|
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1/30/2021 |
1/30/2030 |
Common Shares |
253907.0 |
|
253907 |
D |
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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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Schmid Gerrard
C/O DIEBOLD NIXDORF, INCORPORATED
5995 MAYFAIR ROAD
NORTH CANTON, OH 44720 |
X |
|
President and CEO |
|
Signatures
|
Jonathan B. Leiken, Attorney-in-fact for Gerrard
Schmid |
|
2/23/2021 |
**Signature of
Reporting Person |
Date |