FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Qualters Christopher J.

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/19/2017 

3. Issuer Name and Ticker or Trading Symbol

NN INC [NNBR]

(Last)        (First)        (Middle)

207 MOCKINGBIRD LANE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
See Remarks /

(Street)

JOHNSON CITY, TN 37604       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   11063   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)     (1) 10/20/2024   Common Stock   2300   $22.15   D    
Stock Option (Right to Buy)     (1) 4/30/2025   Common Stock   3000   $25.16   D    
Performance Rights     (2)   (2) Common Stock   4620     (3) D    
Performance Rights     (4)   (4) Common Stock   1968     (3) D    

Explanation of Responses:
(1)  The shares underlying this option vest and become exercisable in three equal annual installments beginning on the first anniversary of the grant date.
(2)  The vesting of the performance rights is based on the relative total shareholder return ("TSR") of NN, Inc. (the "Issuer"), as compared to the TSR of the S&P SmallCap 600 Index over the period beginning on January 1, 2016 and ending December 31, 2018. The performance rights will vest on December 31, 2018 subject to the reporting person's continuous employment through December 31, 2018 and subject to certain conditions as set forth in the Issuer's 2011 Stock Incentive Plan. Performance rights granted represent the right to receive the target shares, and actual performance rights earned may be between 50% and 150% of the target shares. Performance rights that do not vest on December 31, 2018 expire automatically.
(3)  Each performance right represents a contingent right to receive one share of common stock of the Issuer.
(4)  The vesting of the performance rights is based on the relative TSR of the Issuer, as compared to the TSR of the S&P SmallCap 600 Index over the period beginning on January 1, 2017 and ending December 31, 2019. The performance rights will vest on December 31, 2019 subject to the reporting person's continuous employment through December 31, 2019 and subject to certain conditions as set forth in the Issuer's 2016 Omnibus Incentive Plan. Performance rights granted represent the right to receive the target shares, and actual performance rights earned may be between 50% and 150% of the target shares. Performance rights that do not vest on December 31, 2019 expire automatically.

Remarks:
Power of Attorney is attached to this Form 3 as Exhibit 24.

Vice President, Chief Commercial Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Qualters Christopher J.
207 MOCKINGBIRD LANE
JOHNSON CITY, TN 37604


See Remarks

Signatures
/s/ Richard F. Mattern by Power of Attorney 5/25/2017
** 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 5(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 control number.
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