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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

(Title of Class of Securities)

(CUSIP Number)

Lawrence M. Goldman

Beach Point Capital Management LP

1620 26th Street, Suite 6000n

Santa Monica, CA 90404

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 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 the disclosures provided in a prior cover page.

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).

1	NAMES OF REPORTING PERSONS
	Beach Point Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,435,023
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,435,023
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,435,023
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.5% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

1.	This percentage is based on a total of 37,566,668 shares of New Common Stock (as defined herein) outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 2, 2024.

1.	This percentage is based on a total of 37,566,668 shares of New Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 2, 2024.

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed on August 18, 2023, as amended by Amendment No. 1 filed on February 22, 2024 (collectively, the “Schedule 13D”), with respect to the shares of common stock, par value $0.01 per share (“New Common Stock”), of Diebold Nixdorf, Incorporated, a Delaware corporation (the “Issuer” or the “Company”), whose principal executive offices are located at 350 Orchard Avenue NE, North Canton, Ohio 44720. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. All capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.

Item 5(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows:

(a, b) As of the date hereof, each of the Reporting Persons may be deemed to have beneficial ownership, shared voting power and shared dispositive power with regard to 2,435,023 shares of New Common Stock held by the Clients, which represents approximately 6.5% of shares of New Common Stock outstanding.

The foregoing beneficial ownership percentage is based on a total of 37,566,668 shares of New Common Stock outstanding as of April 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 2, 2024.

(c) Except for the transactions listed in Exhibit 4 to this Amendment No. 2, there have been no transactions in the shares of New Common Stock by the Reporting Persons during the past sixty days.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

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.

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).