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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Sherborne Investors GP, LLC
(Last) (First) (Middle)
135 EAST 57TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NAUTILUS, INC. [ NLS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/20/2008 P 16,432 A $1.929(1) 9,651,022(2)(3) I See footnote(2)
Common Stock 11/21/2008 P 83,800 A $2.008(4) 9,734,822(2)(3) I See footnote(2)
Common Stock 11/24/2008 P 96,065 A $2.559(5) 9,830,887(2)(3) I See footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Sherborne Investors GP, LLC
(Last) (First) (Middle)
135 EAST 57TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sherborne Investors LP
(Last) (First) (Middle)
135 EAST 57TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sherborne Investors Management LP
(Last) (First) (Middle)
135 EAST 57TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sherborne Investors Management GP, LLC
(Last) (First) (Middle)
135 EAST 57TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sherborne Strategic Fund A, LLC
(Last) (First) (Middle)
135 EAST 57TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sherborne Strategic Fund B, LLC
(Last) (First) (Middle)
135 EAST 57TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nottingham Investors LLC
(Last) (First) (Middle)
135 EAST 57TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BRAMSON EDWARD J
(Last) (First) (Middle)
135 EAST 57TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $1.820 to $2.000. 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.
2. See Joint Filer Information on Exhibit 99.1 for information with respect to the nature of Sherborne Investors GP, LLC's indirect ownership, details of its purchases and the persons jointly filing this report.
3. The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's 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.
4. This transaction was executed in multiple trades at prices ranging from $1.910 to $2.050. 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.
5. This transaction was executed in multiple trades at prices ranging from $2.270 to $2.620. 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.
/s/ Craig L. McKibben, attorney-in-fact 11/24/2008
** 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
Form 4 Joint Filer Information
         
Names of the Reporting Persons:
  •   Sherborne Investors LP, a Delaware limited partnership and managing member of each of the Funds (as defined below) (“Managing Member”);
 
        
 
  •   Sherborne Investors GP, LLC, a Delaware limited liability company and general partner of the Managing Member (“Sherborne Investors GP”);
 
        
 
  •   Sherborne Investors Management LP, a Delaware limited partnership and investment manager to the Funds (“Sherborne Management”);
 
        
 
  •   Sherborne Investors Management GP, LLC, a Delaware limited liability company and general partner of Sherborne Management (“Sherborne Management GP”);
 
        
 
  •   Sherborne Strategic Fund A, LLC, a Delaware limited liability company (“Strategic Fund A”);
 
        
 
  •   Sherborne Strategic Fund B, LLC, a Delaware limited liability company (“Strategic Fund B”);
 
        
 
  •   Nottingham Investors LLC, a Delaware limited liability company (“Nottingham” and, together with Strategic Fund A and Strategic Fund B, the “Funds”); and
 
        
 
  •   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”).
 
        
Address for each of the   135 East 57th Street, New York, NY 10022
Reporting Persons:
        
 
        
Date of Earliest Transaction   November 20, 2008
Required to be Reported:
        
 
        
Designated Filer for each of   Sherborne Investors GP, LLC
the Reporting Persons:
        

 

 

         
Issuer & Ticker Symbol for   Nautilus, Inc.; NLS
each of the Reporting Persons:
        
 
        
Title of Security for each of   Common Stock, no par value (the “Shares”)
the Reporting Persons:
        
 
        
Transaction Code for each of   P
the Reporting Persons:
        
 
        
Securities Acquired(1):
  •   Strategic Fund A directly acquired Shares as follows:
             
            Amount of Securities
            Beneficially Owned
    Amount of Securities       Following Reported
Transaction Date   Acquired   Price   Transactions
11/20/2008
   1,404.443   $1.929(2)   824,872.849
11/21/2008
   7,162.386   $2.008(3)   832,035.235
11/24/2008
   8,210.676   $2.559(4)   840,245.911
         
 
  •   Strategic Fund B directly acquired Shares as follows:
             
            Amount of Securities
            Beneficially Owned
    Amount of Securities       Following Reported
Transaction Date   Acquired   Price   Transactions
11/20/2008
   2,106.665   $1.929(2)   1,237,309.276
11/21/2008
   10,743.579   $2.008(3)   1,248,052.855
11/24/2008
   12,316.013   $2.559(4)   1,260,368.868

 

 

         
 
  •   Nottingham directly acquired Shares as follows:
             
            Amount of Securities
            Beneficially Owned
    Amount of Securities       Following Reported
Transaction Date   Acquired   Price   Transactions
11/20/2008
   12,920.892   $1.929(2)   7,588,839.870
11/21/2008
   65,894.035   $2.008(3)   7,654,733.905
11/24/2008
   75,538.311   $2.559(4)   7,730,272.216
         
 
  •   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:
             
            Amount of Securities
            Beneficially Owned
    Amount of Securities       Following Reported
Transaction Date   Acquired   Price   Transactions
11/20/2008
   16,432   $1.929(2)   9,651,022.000
11/21/2008
   83,800   $2.008(3)   9,734,822.000
11/24/2008
   96,065   $2.559(4)   9,830,887.000

 

 

         
 
  •   Sherborne Management, as the investment manager to the Funds that only receives an asset-based fee, beneficially owns 0 Shares.
 
        
 
  •   Sherborne Management GP, as the general partner of Sherborne Management, beneficially owns 0 Shares.
 
(1)   Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of the Reporting Person’s 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.
 
(2)   This transaction was executed in multiple trades at prices ranging from $1.820 to $2.000. 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.
 
(3)   This transaction was executed in multiple trades at prices ranging from $1.910 to $2.050. 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.
 
(4)   This transaction was executed in multiple trades at prices ranging from $2.270 to $2.620. 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.

 

 

         
Sherborne Investors LP
  /s/ Craig L. McKibben, attorney-in-fact   November 24, 2008
 
       
 
  **Signature of Reporting Person   Date
 
        
Sherborne Investors Management LP
  /s/ Craig L. McKibben, attorney-in-fact   November 24, 2008
 
       
 
  **Signature of Reporting Person   Date
 
        
Sherborne Investors Management GP, LLC
  /s/ Craig L. McKibben, attorney-in-fact   November 24, 2008
 
       
 
  **Signature of Reporting Person   Date
 
        
Sherborne Strategic Fund A, LLC
  /s/ Craig L. McKibben, attorney-in-fact   November 24, 2008
 
       
 
  **Signature of Reporting Person   Date
 
        
Sherborne Strategic Fund B, LLC
  /s/ Craig L. McKibben, attorney-in-fact   November 24, 2008
 
       
 
  **Signature of Reporting Person   Date
 
        
Nottingham Investors LLC
  /s/ Craig L. McKibben, attorney-in-fact   November 24, 2008
 
       
 
  **Signature of Reporting Person   Date
 
        
Edward J. Bramson
  /s/ Craig L. McKibben, attorney-in-fact   November 24, 2008
 
       
 
  **Signature of Reporting Person   Date
**   Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
 
    See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).