<SEC-DOCUMENT>0001181431-15-006080.txt : 20150424
<SEC-HEADER>0001181431-15-006080.hdr.sgml : 20150424
<ACCEPTANCE-DATETIME>20150424184449
ACCESSION NUMBER:		0001181431-15-006080
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150422
FILED AS OF DATE:		20150424
DATE AS OF CHANGE:		20150424

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NCR CORP
		CENTRAL INDEX KEY:			0000070866
		STANDARD INDUSTRIAL CLASSIFICATION:	CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578]
		IRS NUMBER:				310387920
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		3097 SATELLITE BLVD
		CITY:			DULUTH
		STATE:			GA
		ZIP:			30096
		BUSINESS PHONE:		9374455000

	MAIL ADDRESS:	
		STREET 1:		3097 SATELLITE BLVD
		CITY:			DULUTH
		STATE:			GA
		ZIP:			30096

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NATIONAL CASH REGISTER CO
		DATE OF NAME CHANGE:	19740617

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			McGuire Richard
		CENTRAL INDEX KEY:			0001558320

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00395
		FILM NUMBER:		15793027

	MAIL ADDRESS:	
		STREET 1:		235 PINE STREET
		STREET 2:		SUITE 1650
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94104
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>rrd424473.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0306</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2015-04-22</periodOfReport>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0000070866</issuerCik>
        <issuerName>NCR CORP</issuerName>
        <issuerTradingSymbol>NCR</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001558320</rptOwnerCik>
            <rptOwnerName>McGuire Richard</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>ONE MONTGOMERY STREET</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 3250</rptOwnerStreet2>
            <rptOwnerCity>SAN FRANCISCO</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>94104</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common Stock</value>
                <footnoteId id="F1"/>
            </securityTitle>
            <transactionDate>
                <value>2015-04-22</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>A</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>5820</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>30.07</value>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>8531</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>10850488</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnote</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">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.</footnote>
        <footnote id="F2">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.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>Laura J. Foltz, as Attorney-in-Fact for Richard McGuire III</signatureName>
        <signatureDate>2015-04-24</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.
<SEQUENCE>2
<FILENAME>rrd382350_432928.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
<TITLE>
rrd382350_432928.html
</TITLE>
</HEAD>
<BODY>
<PRE>

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

</PRE>
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</SEC-DOCUMENT>
