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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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^*

Marquez Octavio

(Last)

(First)

(Middle)

C/O DIEBOLD NIXDORF, INCORPORATED

50 EXECUTIVE PKWY

(Street)

HUDSON

44236

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	08/11/2023		J⁽¹⁾		338,914	D	$0.00	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option⁽²⁾	$34.13	08/11/2023		J⁽¹⁾			15,885	02/11/2015	02/11/2024	Common Shares	15,885	$0.00	0	D
Non-Qualified Stock Option⁽²⁾	$32.33	08/11/2023		J⁽¹⁾			22,735	02/05/2016	02/05/2025	Common Shares	22,735	$0.00	0	D
Non-Qualified Stock Option⁽²⁾	$27.39	08/11/2023		J⁽¹⁾			16,388	02/03/2017	02/03/2026	Common Shares	16,388	$0.00	0	D
Non-Qualified Stock Option⁽³⁾	$26.6	08/11/2023		J⁽¹⁾			37,996	02/08/2018	02/08/2027	Common Shares	37,996	$0.00	0	D
Non-Qualified Stock Option⁽³⁾	$18.75	08/11/2023		J⁽¹⁾			19,786	02/01/2019	02/01/2028	Common Shares	19,786	$0.00	0	D
Non-Qualified Stock Option⁽³⁾	$4.08	08/11/2023		J⁽¹⁾			33,843	01/29/2020	01/29/2029	Common Shares	33,843	$0.00	0	D
Non-Qualified Stock Option⁽³⁾	$11.96	08/11/2023		J⁽¹⁾			9,372	01/30/2021	01/30/2030	Common Shares	9,372	$0.00	0	D

Explanation of Responses:

1. Pursuant to the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Diebold Holding Company, LLC and its Debtor Affiliates as revised July 7, 2023 (the "Plan of Reorganization") approved by the issuer's board of directors and confirmed by the United States Bankruptcy Court for the Southern District of Texas, all of the issuer's common shares were cancelled and extinguished on August 11, 2023, the effective date of the Plan of Reorganization, and any rights of any holder in respect thereof were cancelled without any recovery.

2. Granted under the 1991 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.

3. 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.

Remarks:

	/s/ Jonathan B. Leiken, Attorney-in-fact for Octavio Marquez	08/11/2023
	** 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).
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