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NCR files mixed shelf on behalf of selling shareholders

on March 29 filed an automaticshelf registration statement related to the resale of certain of its securitiesby selling shareholders.

The filing coversthe resale of up to an aggregate of 1,021,314 of the company's series A convertiblepreferred shares, consisting of 820,000 convertible preferred shares issued to sellingshareholders on Dec. 4, 2015; 12,133 convertible preferred shares issued to sellingshareholders on March 10 as dividends paid in kind on such shares; and 189,181 convertiblepreferred shares that will be issued as dividends payable in kind on such sharesover a four-year period.

The filing alsocovers the resale of up to an aggregate of 34,043,460 common shares, consistingof 27,333,060 common shares issuable upon conversion of the 820,000 originally purchasedconvertible preferred shares; 404,429 common shares issuable upon conversion ofthe 12,133 convertible preferred shares issued as dividends paid in kind; and 6,305,971common shares issuable upon conversion of the 189,181 convertible preferred sharesto be issued as dividends payable in kind.

The proposedmaximum aggregate offering price is approximately $1.02 billion, estimated solelyfor the purpose of calculating the registration fee.

The sellingshareholders may offer the securities in public or private transactions, or both.NCR will not receive any of the proceeds from the sale of the securities.