Amendment: SEC Form SC 13D/A filed by Diebold Nixdorf Incorporated

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

253651202

(CUSIP Number)

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:

* 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).

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Explanatory Note

This Amendment No. 2 (the “Amendment”) amends the statement on Schedule 13D originally filed by the Reporting Persons on August 21, 2023, as amended by Amendment No. 1 thereto filed on March 22, 2024 (as amended, the “Schedule 13D”).  Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D.  Except as otherwise provided herein, each Item of this Schedule 13D remains unchanged.

Item 2.     Identity and Background

Item 2 of the Schedule 13D is amended and restated as follows:

(a)  This Schedule 13D is being jointly filed by each of the following persons:

(1)	Hein Park Capital Management LP (“Hein Park”)

(2)	Hein Park Capital Management GP LLC (“Hein Park GP”); and

(3)	Courtney W. Carson (“Carson”).

The foregoing persons are hereinafter sometimes referred to as the Reporting Persons.  Any disclosures herein with respect to persons other than the Reporting Persons are made on information believed to be accurate after making inquiry to the appropriate party.  Hein Park serves as the investment manager of certain investment funds (collectively, the “Hein Park Funds”) that hold the Shares reported herein and in its capacity as investment manager of the Hein Park Funds, Hein Park has voting and dispositive power over the Shares held by the Hein Park Funds.  Hein Park GP serves as the general partner of, and in such capacity controls, Hein Park and Hein Park GP is managed and controlled by Carson.

(b)  The address of the principal business and principal office of each of the Reporting Persons is 888 Seventh Avenue, 41st Floor, New York, NY 10019.

(c)  The principal business of Hein Park, Hein Park GP and Carson is to serve as an investment manager or adviser to various investment funds.

(d)  During the last five (5) years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  During the last five (5) years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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)  Hein Park is a limited partnership organized under the laws of the State of Delaware.  Hein Park GP is a limited liability company organized under the laws of the State of Delaware.  Carson is a United States citizen.

This Schedule 13D relates to the Shares held of record by the Hein Park Funds.

Item 5.     Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated as follows:

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

Item 6 of the Schedule 13D is amended to add the following:

The Hein Park Funds may, from time to time, enter into and dispose of cash-settled equity swaps, contracts or other similar derivative contracts with one or more counterparties that are based upon the value of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of Common Stock, the relative value of Common Stock in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which Common Stock may be included, or a combination of any of the foregoing.  Where the Hein Park Funds are “long” exposure to the value of Common Stock under these contracts, the contracts do not vest the Reporting Persons with direct or indirect voting, investment or dispositive control over any securities of the Issuer.  Similarly, where the Hein Park Funds are “short” exposure to the value of Common Stock under these contracts, the contracts do not reduce number of Shares over which the Reporting Persons hold direct or indirect voting, investment or dispositive control.  Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts or that may be held from time to time by any counterparties to such contracts.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: July 23, 2024	HEIN PARK CAPITAL MANAGEMENT LP
	By:	Hein Park Capital Management GP LLC, its General Partner
	By:	/s/ Jay Schoenfarber
		Name:  Jay Schoenfarber
		Title:  Authorized Signatory
	HEIN PARK CAPITAL MANAGEMENT GP LLC
	By:	/s/ Jay Schoenfarber
		Name:  Jay Schoenfarber
		Title:  Authorized Signatory
		/s/ Courtney W. Carson
		COURTNEY W. CARSON

SCHEDULE A