Statement of Changes in Beneficial Ownership (4)
March 22 2018 - 4:22PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Cazenave Bruce M.
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
NAUTILUS, INC., 17750 SE 6TH WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/20/2018
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(Street)
VANCOUVER, WA 98683
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/20/2018
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M
(1)
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5350
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A
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$2.53
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381396
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D
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Common Stock
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3/20/2018
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S
(2)
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5350
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D
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$12.9687
(3)
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376046
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D
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Common Stock
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3/21/2018
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M
(1)
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1850
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A
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$2.53
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377896
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D
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Common Stock
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3/21/2018
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M
(4)
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3500
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A
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$2.85
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381396
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D
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Common Stock
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2/9/2018
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S
(2)
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5350
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D
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$12.7486
(5)
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376046
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D
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Common Stock
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8935
(6)
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I
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By Daughter A
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Common Stock
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8935
(6)
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I
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By Daughter B
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. 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
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$2.53
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3/20/2018
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M
(1)
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5350
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5/30/2012
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5/30/2018
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Common Stock
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5350
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$0.00
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1850
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D
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Stock Option (right to buy)
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$2.53
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3/21/2018
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M
(1)
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1850
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5/30/2012
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5/30/2018
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Common Stock
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1850
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$0.00
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0
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D
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Stock Option (right to buy)
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$2.85
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3/21/2018
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M
(4)
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3500
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2/16/2013
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2/16/2019
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Common Stock
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3500
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$0.00
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53500
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D
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Explanation of Responses:
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(1)
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Exercise of options expiring May 30, 2018 effected pursuant to a plan adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934.
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(2)
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Shares sold pursuant to a plan adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934.
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(3)
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The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.80 to $13.15, inclusive. The reporting person undertakes to provide Nautilus, Inc., any securityholder of Nautilus, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price.
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(4)
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Exercise of options expiring February 16, 2019 effected pursuant to a plan adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934.
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(5)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.65 to $12.85, inclusive. The reporting person undertakes to provide Nautilus, Inc., any securityholder of Nautilus, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price.
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(6)
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Consists of previously reported shares indirectly beneficially owned by the reporting person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cazenave Bruce M.
NAUTILUS, INC.
17750 SE 6TH WAY
VANCOUVER, WA 98683
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X
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Chief Executive Officer
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Signatures
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/s/ Wayne M. Bolio, Attorney-in-fact for Bruce M. Cazenave
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3/22/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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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).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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