Gerrard Schmid - Feb 5, 2022 Form 4 Insider Report for DIEBOLD NIXDORF, Inc (DBD)

Role: President and CEO, Director
Signature: Jonathan B. Leiken, Attorney-in-fact for Gerrard Schmid
Stock symbol: DBD
Transactions as of: Feb 5, 2022
Transactions value $: $337,532
Form type: 4
Date filed: 2/8/2022, 08:14 PM
Previous filing: Jan 31, 2022
Next filing: May 26, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DBD	Common Shares	Tax liability	-$278K	-33.7K	-6.67%	$8.25^*	471K	Feb 5, 2022	Direct	F1, F2
transaction	DBD	Common Shares	Award	$1.26M	+152K	+32.33%	$8.25^*	624K	Feb 6, 2022	Direct	F2, F3
transaction	DBD	Common Shares	Tax liability	-$642K	-77.8K	-12.47%	$8.25^*	546K	Feb 6, 2022	Direct	F2, F4
holding	DBD	Common Shares						10K	Feb 5, 2022	By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	DBD	Non-Qualified Stock Option						192K	Feb 5, 2022	Common Shares	192K	$15.35	Direct	F5
holding	DBD	Non-Qualified Stock Option						677K	Feb 5, 2022	Common Shares	677K	$4.49	Direct	F6
holding	DBD	Non-Qualified Stock Option						34.7K	Feb 5, 2022	Common Shares	34.7K	$13.98	Direct	F6
holding	DBD	Non-Qualified Stock Option						254K	Feb 5, 2022	Common Shares	254K	$13.15	Direct	F6
holding	DBD	Performance Share Units						56.1K	Feb 5, 2022	Common Shares	56.1K		Direct	F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares withheld pursuant to exercise of tax withholding right under the 2017 Equity and Performance Incentive Plan - Restricted Share Award
F2	Number includes restricted stock units.
F3	Reflects delivery of shares earned under the 2021 Performance Award Agreement.
F4	Reflects withholding of shares to satisfy the Reporting Person's tax obligations in connection with the vesting of shares of restricted common stock of the Issuer.
F5	Option is generally exercisable in annual increments of 1/3, 1/3, 1/3 beginning one year from the date of grant.
F6	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.
F7	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.