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

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Atlantic Investment Management, Inc 4,488,235 0 5,061,102 0 5,061,102 6.7%

Follow Alexander Roepers's Atlantic Investment Management

Page 1 of 8 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Amendment
No. 1
 

 

Under the Securities Exchange Act of 1934

 

DIEBOLD
NIXDORF, INCORPORATED
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
253651103
(CUSIP Number)
with copy to:

Alexander J. Roepers

Atlantic Investment Management, Inc.

666 Fifth Avenue

New York, New York 10103

(212) 484-5050

Allen B. Levithan

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

(212) 262-6700

(Name, Address
and Telephone Number of Person

Authorized to Receive Notices and Communications)

March
16, 2017
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), (f) or (g), check the following box. [    ].

Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

Follow Diebold Nixdorf Inc (NYSE:DBD)

Page 2 of 8 – SEC Filing

CUSIP NO.  253651103
1) Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons (entities only):
Atlantic Investment Management, Inc.
2) Check the Appropriate Box if a Member of a Group (see Instructions): (a) [    ]
(b) [    ]
3) SEC Use Only
4) Source of Funds (See
Instructions):      AF, OO
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
Not Applicable
6) Citizenship or Place of Organization:    Delaware
Number of 7) Sole Voting Power: 4,488,235*
Shares Beneficially 8) Shared Voting Power: 0
Owned by
Each Reporting 9) Sole Dispositive Power: 5,061,102*
Person With 10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:     5,061,102*
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
Not Applicable
13) Percent of Class Represented by Amount in Row (11):      6.7%*
14) Type of Reporting Person (See Instructions):     IA

* Includes: (i) 447,455 shares (0.59%) of the Issuer’s Common Stock, par value $0.001 per share (“Shares”),
beneficially owned by AJR International Master Fund, Ltd., a British Virgin Islands company; (ii) 2,761,799 Shares (3.66%) beneficially
owned by Cambrian Master Fund, Ltd., a British Virgin Islands company; (iii) 942,695 Shares (1.25%) beneficially owned by Cambrian
Global Master Fund, Ltd., a British Virgin Islands company; and (iv) 909,153 Shares (1.21%) held in one or more other accounts
(“Other Accounts”). Atlantic Investment Management, Inc., serving as the investment advisor of the foregoing parties
and the Other Accounts, has sole voting power over 4,488,235 Shares and sole dispositive power over all Shares beneficially owned
by such parties or held in the Other Accounts. See Items 2 and 5 for additional details.

 

Follow Diebold Nixdorf Inc (NYSE:DBD)

Page 3 of 8 – SEC Filing

Item 1.          Security
and Issuer
.

This statement
relates to the common stock, par value $0.001 per share (the “Shares”), of Diebold NIXDORF, Inc. (the
“Issuer”). The Issuer has principal executive offices located at 5995 Mayfair Road, P.O. Box 3077, North Canton,
OH 44720.

Item 2.          Identity
and Background
.

(a)       This statement is filed by Atlantic Investment Management, Inc., a Delaware corporation (the “Reporting
Person”), with respect to 4,488,235 Shares over which the Reporting Person has sole voting power by reason and 5,061,102
Shares over which the Reporting Person has sole dispositive power by reason of serving as the investment advisor to: (i) AJR International
Master Fund, Ltd., a British Virgin Islands company (“AJR”); (ii) Cambrian Master Fund, Ltd., a British Virgin Islands
company (“Cambrian Fund”); (iii) Cambrian Global Master Fund, Ltd., a British Virgin Islands company (“Cambrian
Global Fund”); and (vi) one or more other accounts (“Other Accounts”).

(b)       The business address of the Reporting Person and Mr. Alexander Roepers, the president, sole director and sole
shareholder of the Reporting Person, is 666 Fifth Avenue, New York, New York 10103.

(c)       The principal business of the Reporting Person is that of an investment advisor engaging in the purchase and
sale of securities for investment with the objective of capital appreciation on behalf of AJR, Cambrian Fund, Cambrian Global Fund,
and the Other Accounts. The principal occupation of Mr. Roepers is serving as the president and managing officer of the Reporting
Person.

(d)       Neither the Reporting Person nor Mr. Roepers has, during the past five (5) years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

(e)       Neither the Reporting Person nor Mr. Roepers has, during the past five (5) years, been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is now subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

(f)       Mr.
Roepers is a citizen of the United States.

Follow Diebold Nixdorf Inc (NYSE:DBD)

Page 4 of 8 – SEC Filing

Item 3.          Source and Amount of Funds
or Other Consideration
.

The Shares purchased by the Reporting Person on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the
Other Accounts were purchased with the investment capital of such entities and accounts. The aggregate amount of funds used in
making the purchases reported on this Schedule 13D was approximately $128,078,154.

Item 4.          Purpose of Transaction.

The Reporting Person acquired, on behalf of AJR, Cambrian Fund, Cambrian Global Fund and the Other Accounts
and continues to hold, the Shares reported in this Schedule 13D for investment purposes. The Reporting Person intends to evaluate
the performance of the Shares as an investment in the ordinary course of business. The Reporting Person pursues an investment objective
that seeks capital appreciation. In pursuing this investment objective, the Reporting Person analyzes the operations, capital structure
and markets of companies in which the Reporting Person’s clients invest, including the Issuer, on a continuous basis through
analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies.

The Reporting Person will continuously assess the Issuer’s business, financial condition, results of
operations and prospects, general economic conditions, the securities markets in general and those for the Shares in particular,
other developments and other investment opportunities. Depending on such assessments, the Reporting Person may acquire additional
Shares or may determine to sell or otherwise dispose of all or some of the Shares presently held by AJR, Cambrian Fund, Cambrian
Global Fund, and the Other Accounts in the open market or in private transactions. Such actions will depend upon a variety of factors,
including, without limitation, current and anticipated future trading prices for the Shares, the financial condition, results of
operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions
and other factors that the Reporting Person may deem material to its investment decision.

Follow 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:

Follow Diebold Nixdorf Inc (NYSE:DBD)

Page 6 of 8 – SEC Filing

Date Quantity Price Type of Transaction
1/25/2017  80,000  27.3483 Open Market Purchase
1/26/2017  60,000  27.1706 Open Market Purchase
1/27/2017  (5,029)  26.9488 Open Market Sale
2/1/2017  (3,694)  27.0034 Open Market Sale
2/1/2017  (3,404)  27.0089 Open Market Sale
2/2/2017  1,037  26.5354 Open Market Purchase
2/2/2017  20,000  26.3150 Open Market Purchase
2/6/2017  30,000  26.3250 Open Market Purchase
2/7/2017  30,000  26.4858 Open Market Purchase
2/13/2017  55,000  26.9000 Open Market Purchase
2/14/2017  (143,505)  29.3392 Open Market Sale
2/17/2017  (50,000)  30.1320 Open Market Sale
2/17/2017  (18,789)  30.1318 Open Market Sale
2/24/2017  (160,000)  31.0937 Open Market Sale
2/27/2017  (63,759)  31.2145 Open Market Sale
3/1/2017  (3,881)  30.5216 Open Market Sale
3/2/2017  (40,000)  31.1250 Open Market Sale
3/2/2017  (90,000)  31.1454 Open Market Sale
3/3/2017  (15,771)  31.8044 Open Market Sale
3/10/2017  30,000  29.9941 Open Market Purchase
3/14/2017  51,342  28.7120 Open Market Purchase
3/15/2017  100,000  28.7640 Open Market Purchase
3/15/2017  (555)  28.7401 Open Market Sale
3/16/2017  120,000  29.0383 Open Market Purchase
3/17/2017  82,200  29.3603 Open Market Purchase
3/17/2017  17,800  29.3250 Open Market Purchase
3/20/2017  179,000  29.2693 Open Market Purchase
3/20/2017  21,000  29.2250 Open Market Purchase
3/21/2017  65,000  28.8504 Open Market Purchase

Except for the transactions listed above, neither the Reporting Person, any entity for which the Reporting
Person serves as investment advisor, nor any person or entity controlled by the Reporting Person, nor Mr. Roepers (including Mr.
Roepers’ immediate family members) has traded Shares during the past sixty (60) days on or prior to the Event Date, and from
the Event Date to the Filing Date.

Follow Diebold Nixdorf Inc (NYSE:DBD)

Page 7 of 8 – SEC Filing

Item 6.          Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
.

Not Applicable.

Item 7.          Material
to be filed as exhibits
.

Not Applicable.

Follow Diebold Nixdorf Inc (NYSE:DBD)

Page 8 of 8 – SEC Filing

 SIGNATURE

 

After
reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and correct.

March 21, 2017
ATLANTIC INVESTMENT MANAGEMENT, INC.
By: /s/ Alexander J. Roepers
Name:  Alexander J. Roepers
Title:  President

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS
OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

Follow Diebold Nixdorf Inc (NYSE:DBD)