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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
TAYLOR KEITH A

(Last) (First) (Middle)
1700 S. PATTERSON BOULEVARD

(Street)
DAYTON OH 45479

(City) (State) (Zip)
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)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2005
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 02/04/2005 M 9,334 A $19.4531 30,057.1088(1) D
Common Stock 02/04/2005 M 10,666 A $9.675 40,723.1088 D
Common Stock 02/04/2005 S 17,000 D $36.3229 23,723.1088 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
Employee Stock Option (Right to Buy) $19.4531(2) 02/04/2005 M 9,334(3) (4) 02/03/2010 Common Stock 70,000(3) $0 60,666 D
Employee Stock Option (Right to Buy) $9.675(5) 02/04/2005 M 10,666(6) (7) 02/03/2013 Common Stock 32,000(6) $0 16,001 D
Explanation of Responses:
1. Previously reported direct total was 10,361.5544. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported 10,361.5544 shares increased to 20,723.1088 shares.
2. Previously reported price was $38.91. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $38.91 split to $19.4531.
3. Previously reported number of securities was 35,000. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported number of securities of 35,000 increased to 70,000, of which 9,334 are being exercised.
4. The option vests in 3 equal annual installments beginning on 2/3/2001.
5. Previously reported price was $19.35. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $19.35 split to $9.675.
6. Previously reported number of securities was 16,000. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported number of securities of 16,000 increased to 32,000, of which 10,666 are being exercised.
7. The option vests in 3 equal annual installments beginning on 2/3/2004.
Nelson F. Greene, Attorney-in-fact for Keith A. Taylor 02/04/2005
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.