Schmid Gerrard Form 4/A Filed 2020-02-04

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

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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1. Name and Address of Reporting Person ^*

Schmid Gerrard

2. Issuer Name and Ticker or Trading Symbol
DIEBOLD NIXDORF, Inc [DBD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

C/O DIEBOLD NIXDORF, INCORPORATED, 5995 MAYFAIR ROAD

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2020

(Street)

NORTH CANTON, OH 44720

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)
02/03/2020

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)
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 Shares								10,000	I	By Spouse
Common Shares	01/30/2020		A		136,254⁽¹⁾	A	$ 0	588,296⁽²⁾	D

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 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

Non-Qualified Stock Option⁽³⁾

$15.35

02/20/2019

02/20/2028

Common Shares

192,049

Non-Qualified Stock Option⁽⁴⁾

$4.49

01/29/2020

01/29/2029

Common Shares

676,814

Non-Qualified Stock Option⁽⁴⁾

$13.98

04/25/2020

04/25/2029

Common Shares

34,678

Performance Share Units

⁽⁵⁾

04/25/2022

Common Shares

56,059

Non-Qualified Stock Option⁽⁴⁾

$13.15⁽⁶⁾

01/30/2020

253,907

01/30/2021

01/30/2030

Common Shares

253,907

$ 0

253,907

Explanation of Responses:

1.	Award of restricted stock units; each restricted stock unit represents a contingent right to receive one share of Diebold Nixdorf, Incorporated common stock.
2.	Number includes restricted stock units.
3.	Option is generally exercisable in annual increments of 1/3, 1/3, 1/3 beginning one year from the date of grant.
4.	Granted under the 2017 Equity and Performance Incentive Plan; option is generally exercisable in annual increments of 1/3, 1/3, 1/3 beginning one year from the date of grant.
5.	Award subject to a three-year performance period during which the Company's stock price must appreciate at least 25% in order for the grant to vest. Performance will be measured on the anniversaries of the grant date, and the award will vest upon the first achievement of the performance, but will payout in shares on a pro-rata annual basis after performance is satisfied. If the stock performance condition is not met by the third anniversary of the date of grant, then the entire award is forfeited.
6.	This amendment is being filed solely to correct the exercise price previously reported for this option grant.

	Signatures
	Jonathan B. Leiken, Attorney-in-fact for Gerrard Schmid	02/04/2020
	** Signature of Reporting Person	Date
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