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*
DuVall Andrew R

(Last) (First) (Middle)
864 SPRING STREET NW

(Street)
ATLANTA GA 30308

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NCR Atleos Corp [ NATL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) X Other (specify below)
Vice President Manager
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2023
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)
Code V Amount (A) or (D) Price
Common Stock 12/07/2023 S(1) 83 D $22 5,495(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0.00 12/07/2023 A(2) 721 (3) (3) Common Stock 721 (2) 721 D
Restricted Stock Units $0.00 12/07/2023 A(2) 1,178 (4) (4) Common Stock 1,178 (2) 1,178 D
Restricted Stock Units $0.00 12/07/2023 A(5) 269 (3) (3) Common Stock 269 (5) 269 D
Restricted Stock Units $0.00 12/07/2023 A(5) 1,203 (6) (6) Common Stock 1,203 (5) 1,203 D
Restricted Stock Units $0.00 12/07/2023 A(5) 1,053 (7) (7) Common Stock 1,053 (5) 1,053 D
Restricted Stock Units $0.00 12/07/2023 A(5) 10,140 (8) (8) Common Stock 10,140 (5) 10,140 D
Explanation of Responses:
1. Reflects 5,578 shares of common stock of the Issuer received with respect to shares of common stock of NCR Voyix Corporation (f/k/a NCR Corporation) (the "NCR Voyix") held by the reporting person prior to the spin-off of the Issuer from NCR Voyix (the "Spin-off").
2. Represents restricted stock units originally granted by NCR Voyix Corporation (f/k/a NCR Corporation) ("NCR Voyix") that have been converted into time-based equity awards of the Issuer in connection with the spin-off of the Issuer from NCR Voyix (the "Spin-off"). The number of restricted stock units acquired in the Spin-Off was based on certain performance conditions that were certified on December 7, 2023 and the allocation factor determined in connection with the Spin-off.
3. These restricted stock units will vest on February 23, 2024, subject to the reporting person's continued employment with the Issuer on the vesting date in accordance with the terms of the applicable award agreement.
4. These restricted stock units will vest on February 25, 2025, subject to the reporting person's continued employment with the Issuer on the vesting date in accordance with the terms of the applicable award agreement.
5. Represents time-based restricted stock units originally granted by NCR Voyix that have been converted into time-based restricted stock units of the Issuer in connection with the Spin-off. The number of restricted stock units acquired in the Spin-Off was based on the allocation factor determined in connection with the Spin-off.
6. These restricted stock units will vest in two equal annual installments beginning on February 25, 2024, subject to the reporting person's continued employment with the Issuer on each applicable vesting date in accordance with the terms of the applicable award agreement.
7. These restricted stock units will vest in two equal annual installments beginning on August 16, 2024, subject to the reporting person's continued employment with the Issuer on each applicable vesting date in accordance with the terms of the applicable award agreement.
8. These restricted stock units will vest as follows: (a) 50% will vest on December 21, 2023, and (b) 50% will vest on December 31, 2025, subject to the reporting person's continued employment with the Issuer on each applicable vesting date in accordance with the terms of the applicable award agreement.
Remarks:
/s/ Leah Singleton, as Attorney-in-Fact 12/11/2023
** 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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