Edgar Filing: NCR CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

QUINLAN MARK D

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)
Vice President

(Last)

(First)

(Middle)

10332 BLACK BIRCH DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2005

(Street)

DAYTON, OH 45458

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/30/2005		M		8,334	A	$ 12.7225	19,276.1513	D
Common Stock	08/30/2005		M		6,666	A	$ 13.67	25,942.1513	D
Common Stock	08/30/2005		S		12,750	D	$ 34.36	13,312.8202 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 12.7225 ⁽²⁾

08/30/2005

8,334

⁽³⁾

07/29/2012

Common Stock

8,334 ⁽⁴⁾

$ 0

Employee Stock Option (Right to Buy)

$ 13.67 ⁽⁵⁾

08/30/2005

6,666

⁽⁶⁾

08/04/2013

Common Stock

13,334 ⁽⁷⁾

$ 0

6,668

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
QUINLAN MARK D 10332 BLACK BIRCH DRIVE DAYTON, OH 45458			Vice President

Signatures

Nelson F. Greene, Attorney-in-fact for Mark D. Quinlan		09/01/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 120.668887 shares acquired under the NCR Employee Stock Purchase Plan in June and July 2005.
(2)	The previously reported price was $25.45. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $25.45 split to $12.7225.
(3)	The option vests in 3 equal annual installments beginning on July 29, 2003.
(4)	Previously reported number of securities was 12,500. 4,166 of these securities were exercised on February 4, 2004 and 4,167 of these securities were exercised on August 25, 2004. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the remaining securities of 4,167 doubled to 8,334, all of which are being exercised at this time.
(5)	The previously reported price was $27.34. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the previously reported price of $27.34 split to $13.67,
(6)	The option vests in 3 equal annual installments beginning on August 4, 2004.
(7)	Previously reported number of securities was 10,000. 3,333 of these securities were exercised on August 25, 2004. On January 21, 2005, the common stock of NCR Corporation split 2-for-1, with the result that the remaining securities of 6,667 doubled to 13,334, 6,666 of which are being exercised at this time.

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