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Form 4 NCR CORP For: Apr 22 Filed by: McGuire Richard

April 24, 2015 6:46 PM EDT
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 *
McGuire Richard
(Last) (First) (Middle)
ONE MONTGOMERY STREET
SUITE 3250
(Street)
SAN FRANCISCO CA 94104
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2015
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 (1) 04/22/2015   A   5,820 A $ 30.07 8,531 D  
Common Stock               10,850,488 I See footnote (2)
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
Explanation of Responses:
1. These restricted stock units represent the annual equity grant awarded to directors under the NCR Director Compensation Program. The restricted stock units vest in four equal quarterly installments beginning three months after the grant date, subject to the reporting person's continued service as a director on each vesting date.
2. Mr. McGuire is the managing partner of Marcato Capital Management LP, an entity that serves as investment adviser of Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd., which hold in aggregate 10,850,488 shares of common stock of NCR Corporation. Mr. McGuire disclaims beneficial ownership of these reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Laura J. Foltz, as Attorney-in-Fact for Richard McGuire III 04/24/2015
** 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.

POWER OF ATTORNEY


	KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each 
of Edward Gallagher, Laura Foltz and Elise Kirban, signing singly, the undersigned's true and lawful 
attorney-in-fact to:

(1) 	apply for electronic access codes with the Securities and Exchange Commission on my 
behalf;
(2) 	execute for and on behalf of the undersigned, in the undersigned's capacity as a director or 
officer of NCR Corporation (the "Company"), Forms 3, 4, and 5 in accordance with 
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(3) 	do and perform any and all acts for and on behalf of the undersigned which may be 
necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file 
such form with the United States Securities and Exchange Commission and any stock 
exchange or similar authority; and
(4) 	take any other action of any type whatsoever in connection with the foregoing which, in the 
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally 
required by, the undersigned, it being understood that the documents executed by such 
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in 
such form and shall contain such terms and conditions as such attorney-in-fact may 
approve in such attorney-in-fact's discretion.
	The undersigned hereby grants to each such attorney-in-fact full power and authority to do and 
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise 
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned 
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and 
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully 
do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The 
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request 
of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's 
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall revoke any and all other powers of attorney previously executed by 
the undersigned in connection with his or her capacity as a director or officer of the Company relating to 
the filings of Forms 3, 4 or 5.  This Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of 
and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a 
signed writing delivered to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as 
of this ___ day of _________, 20___.
						



					 	By:    /s/ Richard T. McGuire III				
							Richard T. McGuire III

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