13D Filing: Atlantic Investment Management and Diebold Nixdorf Inc (NYSE:DBD)

Page 5 of 8 – SEC Filing

The Reporting Person
and their representatives have, from time to time, engaged in, and expect to continue to engage in, discussions with members of
management and the board of directors of the Issuer (the “Board”), other current or prospective shareholders, industry
analysts, existing or potential strategic partners or competitors, investment and financing professionals and other third parties
regarding a variety of matters related to the Issuer, which may include, among other things, the Issuer’s business, management,
capital structure and allocation, corporate governance, Board composition and strategic alternatives and direction, and may take
other steps seeking to bring about changes to increase shareholder value.

Except as set forth above, the Reporting Person has no present plans or proposals which relate to or would
result in any of the transactions required to be described in Item 4 of Schedule 13D.

Item 5.          Interest in Securities
of the Issuer
.

(a)       Based upon the information contained in a preliminary proxy statement filed with the Securities and Exchange
Commission on March 3, 2017, there were issued and outstanding 75,442,887 Shares as of February 27, 2017.

(b)       The Reporting Person does not directly own any Shares. The Reporting Person has entered into an investment
advisory agreement with each of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts pursuant to which the Reporting
Person has investment authority with respect to the securities held by such entities or in such accounts. Such power includes the
power to dispose of and the power to vote the Shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act
of 1934, as amended, the Reporting Person is deemed to be the beneficial owner of the Shares held by such entities and accounts.
Accordingly, the Reporting Person is deemed the beneficial owner of 5,061,102 Shares, or 6.7% of the outstanding Shares.

(c)       The following table details the transactions by the Reporting Person, on behalf of AJR, Cambrian Fund, Cambrian
Global Fund, and the Other Accounts in Shares during the past sixty (60) days:

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