NCR Voyix Corp — Director's Dealing 2017

Mar 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NCR CORP (NCR)
CIK: 0000070866
Period of Report: 2017-03-17

Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: BCP VI Side-By-Side GP L.L.C. (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-17	Common Stock	C	2236916	—	Acquired	2236916	Indirect
2017-03-17	Common Stock	C	4438	—	Acquired	4438	Indirect
2017-03-17	Common Stock	C	758729	—	Acquired	758729	Indirect
2017-03-17	Common Stock	C	2670	—	Acquired	2670	Indirect
2017-03-17	Common Stock	S	2236916	$48.47	Disposed	0	Indirect
2017-03-17	Common Stock	S	4438	$48.47	Disposed	0	Indirect
2017-03-17	Common Stock	S	758729	$48.47	Disposed	0	Indirect
2017-03-17	Common Stock	S	2670	$48.47	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-17	Series A Convertible Preferred Stock	$	C	67046	Disposed		Common Stock ()	Indirect
2017-03-17	Series A Convertible Preferred Stock	$	C	133	Disposed		Common Stock ()	Indirect
2017-03-17	Series A Convertible Preferred Stock	$	C	22741	Disposed		Common Stock ()	Indirect
2017-03-17	Series A Convertible Preferred Stock	$	C	80	Disposed		Common Stock ()	Indirect
2017-03-17	Series A Convertible Preferred Stock	$	S	254776	Disposed		Common Stock ()	Indirect
2017-03-17	Series A Convertible Preferred Stock	$	S	506	Disposed		Common Stock ()	Indirect
2017-03-17	Series A Convertible Preferred Stock	$	S	86416	Disposed		Common Stock ()	Indirect
2017-03-17	Series A Convertible Preferred Stock	$	S	302	Disposed		Common Stock ()	Indirect

Footnotes

F1: Each share of Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of NCR Corporation (the "Issuer") may at any time be converted into 33.333 shares of common stock of the Issuer, having par value of $0.01 per share (the "Common Stock"), plus any accrued and unpaid dividends and subject to customary anti-dilution and other adjustments. The Preferred Stock has no expiration date.

F2: These securities are directly held by Blackstone NCR Holdco L.P. ("NCR Holdco").

F3: These securities are directly held by Blackstone BCP VI SBS ESC Holdco L.P. ("BCP VI").

F4: These securities are directly held by BTO NCR Holdings L.P. ("BTO NCR").

F5: These securities are directly held by BTO NCR Holdings - ESC L.P. ("BTO ESC" and, together with NCR Holdco, BCP VI and BTO NCR, the "Partnerships").

F6: The general partner of NCR Holdco is Blackstone NCR Holdco GP L.L.C. The managing member of Blackstone NCR Holdco GP L.L.C. is Blackstone Management Associates VI L.L.C. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C. The general partner of BCP VI is BCP VI Side-by-Side GP L.L.C. The general partner of each of BTO NCR and BTO ESC is BTO Holdings Manager L.L.C. The managing member of BTO Holdings Manager L.L.C. is Blackstone Tactical Opportunities Associates L.L.C. The sole member of Blackstone Tactical Opportunities Associates L.L.C. is BTOA L.L.C. The sole member of BCP VI Side-by-Side GP L.L.C., and the managing member of BTOA L.L.C. and BMA VI L.L.C., is Blackstone Holdings III L.P.

F7: The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

F8: Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F9: Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the securities of the Issuer beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each (other than the Partnerships to the extent of their direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

F10: This report is filed on behalf of the following entities: Blackstone NCR Holdco L.P., Blackstone BCP VI SBS ESC Holdco L.P., BTO NCR Holdings L.P., BTO NCR Holdings - ESC L.P., Blackstone NCR Holdco GP L.L.C., Blackstone Management Associates VI L.L.C., BMA VI L.L.C., BTO Holdings Manager L.L.C., Blackstone Tactical Opportunities Associates L.L.C., BTOA L.L.C., BCP VI Side-by-Side GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman.

F11: (Continued from footnote 10) As there are more than 10 joint filers for this report, a separate report has been filed for Blackstone NCR Holdco L.P., Blackstone BCP VI SBS ESC Holdco L.P., BTO NCR Holdings L.P., BTO NCR Holdings - ESC L.P., Blackstone NCR Holdco GP L.L.C., Blackstone Management Associates VI L.L.C., BMA VI L.L.C., BTO Holdings Manager L.L.C., Blackstone Tactical Opportunities Associates L.L.C. and BTOA L.L.C, which relates to the same transaction.