SEC FORM
4
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NAUTILUS, INC.
[ NLS ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2008
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
11/17/2008 |
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P |
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32,111 |
A |
$1.74
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9,453,185
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I |
See footnote
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Common Stock |
11/18/2008 |
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P |
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100,877 |
A |
$1.77
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9,554,062
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I |
See footnote
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Common Stock |
11/19/2008 |
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P |
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80,528 |
A |
$1.841
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9,634,590
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I |
See footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
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/s/ Craig L. McKibben, attorney-in-fact |
11/19/2008 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1
Exhibit 99.1
Form 4 Joint Filer Information
Names of the Reporting Persons:
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Sherborne Investors LP, a Delaware limited partnership and managing member of each of the Funds (as defined
below) (Managing Member); |
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Sherborne Investors GP, LLC, a Delaware limited liability company and general partner of the Managing Member
(Sherborne Investors GP); |
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Sherborne Investors Management LP, a Delaware limited partnership and investment manager to the Funds
(Sherborne Management); |
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Sherborne Investors Management GP, LLC, a Delaware limited liability company and general partner of Sherborne
Management (Sherborne Management GP); |
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Sherborne Strategic Fund A, LLC, a Delaware limited liability company (Strategic Fund A); |
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Sherborne Strategic Fund B, LLC, a Delaware limited liability company (Strategic Fund B); |
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Nottingham Investors LLC, a Delaware limited liability company (Nottingham and, together with Strategic
Fund A and Strategic Fund B, the Funds); and |
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Edward J. Bramson, the managing member of Sherborne Investors GP and Sherborne Management GP and a director
and Chief Executive Officer of Nautilus, Inc. (Bramson). |
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Address for each of the
Reporting Persons:
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135 East 57th Street, New York, NY 10022 |
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Date of Earliest Transaction
Required to be Reported:
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November 17, 2008 |
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Designated Filer for each of
the Reporting Persons:
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Sherborne Investors GP, LLC |
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Issuer & Ticker Symbol for
each of the Reporting Persons:
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Nautilus, Inc.; NLS |
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Title of Security for each of
the Reporting Persons:
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Common Stock, no par value (the Shares) |
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Transaction Code for each of
the Reporting Persons:
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P |
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Strategic Fund A directly acquired Shares as follows: |
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Amount of Securities |
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Beneficially Owned |
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Amount of Securities |
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Following Reported |
Transaction Date |
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Acquired |
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Price |
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Transactions |
11/17/2008
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2,744.527
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1.740(2)
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807,963.721 |
11/18/2008
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8,621.957
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1.770(3)
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816,585.678 |
11/19/2008 |
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6,882.728 |
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1.841(4) |
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823,468.406 |
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Strategic Fund B directly acquired Shares as follows: |
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Amount of Securities |
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Beneficially Owned |
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Amount of Securities |
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Following Reported |
Transaction Date |
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Acquired |
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Price |
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Transactions |
11/17/2008
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4,116.791
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1.740(2)
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1,211,945.583 |
11/18/2008
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12,932.936
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1.770(3)
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1,224,878.519 |
11/19/2008 |
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10,324.092 |
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1.841(4) |
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1,235,202.611 |
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Nottingham directly acquired Shares as follows: |
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Amount of Securities |
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Beneficially Owned |
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Amount of Securities |
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Following Reported |
Transaction Date |
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Acquired |
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Price |
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Transactions |
11/17/2008
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25,249.682
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1.740(2)
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7,433,275.691 |
11/18/2008
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79,322.107
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1.770(3)
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7,512,597.798 |
11/19/2008 |
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63,321.180 |
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1.841(4) |
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7,575,918.978 |
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Each of (i) the Managing Member, as the managing member of the Funds, (ii) Sherborne Investors GP, as the
general partner of the Managing Member and (iii) Bramson, as the managing member of Sherborne Investors GP,
indirectly acquired the Shares that were directly acquired by the Funds as follows: |
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Amount of Securities |
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Beneficially Owned |
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Amount of Securities |
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Following Reported |
Transaction Date |
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Acquired |
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Price |
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Transactions |
11/17/2008
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32,111
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1.740(2)
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9,453,185.000 |
11/18/2008
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100,877
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1.770(3)
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9,554,062.000 |
11/19/2008 |
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80,528 |
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1.841(4) |
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9,634,590.000 |
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Sherborne Management, as the investment manager to the Funds that only receives an asset-based fee,
beneficially owns 0 Shares. |
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Sherborne Management GP, as the general partner of Sherborne Management, beneficially owns 0 Shares. |
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(1) |
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Each of the Reporting Persons disclaims beneficial ownership of these securities except to
the extent of the Reporting Persons pecuniary interest therein, and the inclusion of these
shares in this report shall not be deemed an admission of beneficial ownership for purposes of
Section 16 or for any other purpose. |
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(2) |
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This transaction was executed in multiple trades at prices ranging from $1.660 to $1.750.
The reported price reflects the weighted average purchase price. The persons jointly filing
this report hereby undertake to provide upon request by the Securities and Exchange Commission
(SEC) staff, Nautilus, Inc. or a shareholder of Nautilus, Inc. full information regarding
the number of shares purchased at each separate price. |
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(3) |
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This transaction was executed in multiple trades at prices ranging from $1.680 to $1.800.
The reported price reflects the weighted average purchase price. The persons jointly filing
this report hereby undertake to provide upon request by the SEC staff, Nautilus, Inc. or a
shareholder of Nautilus, Inc. full information regarding the number of shares purchased at
each separate price. |
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(4) |
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This transaction was executed in multiple trades at prices ranging from $1.770 to $1.900.
The reported price reflects the weighted average purchase price. The persons jointly filing
this report hereby undertake to provide upon request by the SEC staff, Nautilus, Inc. or a
shareholder of Nautilus, Inc. full information regarding the number of shares purchased at
each separate price. |
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Sherborne Investors LP
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/s/ Craig L. McKibben, attorney-in-fact
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November 19, 2008 |
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**Signature of Reporting Person
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Date |
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Sherborne Investors Management LP
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/s/ Craig L. McKibben, attorney-in-fact
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November 19, 2008 |
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**Signature of Reporting Person
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Date |
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Sherborne Investors Management GP, LLC
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/s/ Craig L. McKibben, attorney-in-fact
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November 19, 2008 |
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**Signature of Reporting Person
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Date |
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Sherborne Strategic Fund A, LLC
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/s/ Craig L. McKibben, attorney-in-fact
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November 19, 2008 |
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**Signature of Reporting Person
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Date |
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Sherborne Strategic Fund B, LLC
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/s/ Craig L. McKibben, attorney-in-fact
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November 19, 2008 |
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**Signature of Reporting Person
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Date |
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Nottingham Investors LLC
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/s/ Craig L. McKibben, attorney-in-fact
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November 19, 2008 |
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**Signature of Reporting Person
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Date |
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Edward J. Bramson
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/s/ Craig L. McKibben, attorney-in-fact
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November 19, 2008 |
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**Signature of Reporting Person
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Date |
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** |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |