greenlight_13gancr.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  2)*
 

NCR CORPORATION
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 
62886E108
  
(CUSIP Number)

December 31, 2011
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 [  ]           Rule 13d-1(b)
 
 [x]           Rule 13d-1(c)
 
 [  ]           Rule 13d-1(d)
 
*           The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.  Beneficial ownership information contained herein is given as of the date listed above.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
CUSIP No. 62886E108


1
Names of Reporting Persons.
Greenlight Capital, L.L.C.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
3,207,440 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
3,207,440 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,207,440 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
2.0%**
  
12
Type of Reporting Person (See Instructions)
OO
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 62886E108


1
Names of Reporting Persons.
Greenlight Capital, Inc.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
7,120,685 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
7,120,685 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,120,685 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
4.5%**
  
12
Type of Reporting Person (See Instructions)
CO
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 62886E108


 
1
Names of Reporting Persons.
DME Management GP, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
700,109 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
700,109 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
700,109 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
0.4%**
  
12
Type of Reporting Person (See Instructions)
OO
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 62886E108


 
1
Names of Reporting Persons.
DME Advisors, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
1,421,800 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
1,421,800 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,421,800 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
0.9%**
  
12
Type of Reporting Person (See Instructions)
PN
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 62886E108


 
1
Names of Reporting Persons.
DME Capital Management, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
1,068,145 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
1,068,145 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,068,145 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
0.7%**
  
12
Type of Reporting Person (See Instructions)
PN
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 62886E108


 
1
Names of Reporting Persons.
DME Advisors GP, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
2,489,945 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
2,489,945 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,489,945 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
1.6%**
  
12
Type of Reporting Person (See Instructions)
OO
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 62886E108


 
1
Names of Reporting Persons.
David Einhorn
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
U.S. Citizen
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
9,610,630 shares
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
9,610,630 shares
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,610,630 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
  
11
Percent of Class Represented by Amount in Row (9)
6.1%**
  
12
Type of Reporting Person (See Instructions)
IN
  

**SEE ITEM 4(b).
 

 
 
 
CUSIP No. 62886E108

AMENDMENT NO. 2 TO SCHEDULE 13G
 
This Amendment No. 2 (the “Amendment”) to the Schedule 13G relating to shares of common stock, par value $0.01 per share (the “Common Stock”), of NCR Corporation, a Maryland corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “SEC”) as an amendment to the Schedule 13G filed with the SEC on May 24, 2010, as amended by Amendment No. 1 filed with the SEC on February 14, 2011.  This Amendment is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Management GP, LLC, a Delaware limited liability company (“DME Management GP”), DME Advisors, LP, a Delaware limited partnership (“DME Advisors”), DME Capital Management, LP, a Delaware limited partnership (“DME CM”), DME Advisors GP, LLC, a Delaware limited liability company that serves as general partner to DME Advisors (“DME GP” and together with Greenlight LLC, Greenlight Inc., DME Management GP, DME Advisors and DME CM, “Greenlight”), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the “Reporting Persons”).
 
This Amendment relates to Common Stock of the Issuer purchased by Greenlight for the accounts of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (ii) Greenlight Capital Qualified, L.P. (“Greenlight Qualified”) of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (iii) Greenlight Capital Offshore Partners (“Greenlight Offshore”) for which Greenlight Inc. acts as investment manager, (iv) a managed account for which DME Advisors acts as investment manager (the “Managed Account”), (v) Greenlight Capital (Gold), LP (“Greenlight Gold”) of which DME Management GP is the general partner and for which DME CM acts as investment manager, and (vi) Greenlight Capital Offshore Master (Gold), Ltd. (“Greenlight Gold Offshore”) for which DME CM acts as investment manager.  DME GP is the general partner of DME Advisors and of DME CM.
 
This Amendment is being filed to amend and restate Item 4 as follows:
 

 
Item 4
Ownership:
 
Item 4(a)
Amount Beneficially Owned:
 
 
i)
Greenlight LLC may be deemed the beneficial owner of an aggregate of 3,207,440 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight Qualified.

 
ii)
Greenlight Inc. may be deemed the beneficial owner of an aggregate of 7,120,685 shares of Common Stock held for the accounts of Greenlight Fund, Greenlight Qualified and Greenlight Offshore.

 
iii)
DME Management GP may be deemed the beneficial owner of 700,109 shares of Common Stock held for the account of Greenlight Gold.

 
iv)
DME Advisors may be deemed the beneficial owner of 1,421,800 shares of Common Stock held for the account of the Managed Account.

 
v)
DME CM may be deemed the beneficial owner of 1,068,145 shares of Common Stock held for the accounts of Greenlight Gold and Greenlight Gold Offshore.

 
vi)
DME GP may be deemed the beneficial owner of 2,489,945 shares of Common Stock held for the accounts of Greenlight Gold, Greenlight Gold Offshore and the Managed Account.

 
vii)
Mr. Einhorn may be deemed the beneficial owner of 9,610,630 shares of Common Stock. This number consists of: (A) an aggregate of 3,207,440 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight Qualified, (B) 3,913,245 shares of Common Stock held for the account of Greenlight Offshore, (C) 700,109 shares of Common Stock held for the account of Greenlight Gold, (D) 368,036 shares of Common Stock held for the account of Greenlight Gold Offshore, and (E) 1,421,800 shares of Common Stock held for the Managed Account.

The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the shares of Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore or the Managed Account.  Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any shares of Common Stock, if applicable.

 
 
 
CUSIP No. 62886E108

Item 4(b)
Percent of Class:
 
The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The percentages reported herein have been determined by dividing the number of shares of Common Stock beneficially owned by each of the Reporting Persons by 157,400,000, the number of shares of Common Stock outstanding as of October 15, 2011, as reported in Form 10-Q filed by the Issuer on November 4, 2011 with the SEC.

Item 4(c)        Number of shares as to which each such person has voting and dispositive power:

The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.



 
 
 
CUSIP No. 62886E108

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:              February 14, 2012
GREENLIGHT CAPITAL, LLC
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
GREENLIGHT CAPITAL, INC.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
DME MANAGEMENT GP, LLC
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
DME ADVISORS, LP
 
By: DME Advisors GP, LLC,
its general partner

By: /s/DANIEL ROITMAN 
Daniel Roitman
Chief Operating Officer

 
DME CAPITAL MANAGEMENT, LP
 
By: DME Advisors GP, LLC,
its general partner

By: /s/DANIEL ROITMAN 
Daniel Roitman
Chief Operating Officer

 
DME ADVISORS GP, LLC
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

/s/DANIEL ROITMAN**                                                          
Daniel Roitman, on behalf of David Einhorn
 
* The Joint Filing Agreement, executed by and among the Reporting Persons, filed with the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the Issuer, is hereby incorporated by reference.
 
** The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorn’s behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.