DIEBOLD NIXDORF, Inc — Director's Dealing 2021

Feb 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIEBOLD NIXDORF, Inc (DBD)
CIK: 0000028823
Period of Report: 2021-01-29

Reporting Person: Schmid Gerrard (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-29	Common Shares	F	66029	$13.66	Disposed	512827	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	10000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option	$15.35	2028-02-20	Common Shares (192049.0)	192049	Direct
Non-Qualified Stock Option	$4.49	2029-01-29	Common Shares (676814.0)	676814	Direct
Non-Qualified Stock Option	$13.98	2029-04-25	Common Shares (34678.0)	34678	Direct
Performance Share Units	$	2022-04-25	Common Shares (56059.0)	56059	Direct
Non-Qualified Stock Option	$13.15	2030-01-30	Common Shares (253907.0)	253907	Direct

Footnotes

F1: Shares withheld pursuant to exercise of tax withholding right under the 2017 Equity and Performance Incentive Plan - Restricted Share Award

F2: Number includes restricted stock units.

F3: Option is generally exercisable in annual increments of 1/3, 1/3, 1/3 beginning one year from the date of grant.

F4: 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.

F5: 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.