Amended Statement of Beneficial Ownership (sc 13d/a)
February 24 2022 - 05:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 9)1
NN, Inc.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
629337106
(CUSIP Number)
CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
12121 Wilshire Blvd, Suite 1240
Los Angeles, CA 90025
(424) 253-1773
STEVE WOLOSKY, ESQ.
ELIZABETH GONZALEZ-SUSSMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
February 22, 2022
(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
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 disclosures provided
in a prior cover page.
The information required
on 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).
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners, L.P. I |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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3,181,582 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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3,181,582 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,181,582* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.35% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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* Includes 214,095 Shares underlying certain
Warrants beneficially owned by Legion Partners, L.P. I.
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners, L.P. II |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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248,392 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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248,392 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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248,392* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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* Includes 10,905 Shares underlying certain
Warrants beneficially owned by Legion Partners, L.P. II.
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners Special Opportunities, L.P. XI |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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868,877 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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868,877 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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868,877 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.01% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
|
8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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4,298,851 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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4,298,851 |
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11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,298,851* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.94% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* Includes (i) 214,095 Shares underlying certain
Warrants beneficially owned by Legion Partners, L.P. I and (ii) 10,905 Shares underlying certain Warrants beneficially owned by Legion
Partners, L.P. II.
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners Asset Management, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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AF |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
Delaware |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
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SHARES |
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|
BENEFICIALLY |
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|
- 0 - |
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OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
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|
REPORTING |
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|
4,298,851 |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
|
SHARED DISPOSITIVE POWER |
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|
|
|
|
|
|
|
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|
4,298,851 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,298,851* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.94% |
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14 |
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TYPE OF REPORTING PERSON |
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IA |
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* Includes (i) 214,095 Shares underlying certain
Warrants beneficially owned by Legion Partners, L.P. I and (ii) 10,905 Shares underlying certain Warrants beneficially owned by Legion
Partners, L.P. II.
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1 |
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NAME OF REPORTING PERSON |
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Legion Partners Holdings, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
Delaware |
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NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
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|
BENEFICIALLY |
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- 0 - |
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OWNED BY |
|
8 |
|
SHARED VOTING POWER |
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EACH |
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REPORTING |
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|
4,299,151 |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
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- 0 - |
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|
10 |
|
SHARED DISPOSITIVE POWER |
|
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|
|
|
|
|
|
|
|
|
|
4,299,151 |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,299,151* |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
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|
|
|
|
9.94% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
OO |
|
* Includes (i) 214,095 Shares underlying certain
Warrants beneficially owned by Legion Partners, L.P. I and (ii) 10,905 Shares underlying certain Warrants beneficially owned by Legion
Partners, L.P. II.
|
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1 |
|
NAME OF REPORTING PERSON |
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|
Christopher S. Kiper |
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|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
|
3 |
|
SEC USE ONLY |
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|
4 |
|
SOURCE OF FUNDS |
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|
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 |
|
|
|
|
|
|
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|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
4,299,151 |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
4,299,151 |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
4,299,151* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
9.94% |
|
|
14 |
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TYPE OF REPORTING PERSON |
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IN |
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* Includes (i) 214,095 Shares underlying certain
Warrants beneficially owned by Legion Partners, L.P. I and (ii) 10,905 Shares underlying certain Warrants beneficially owned by Legion
Partners, L.P. II.
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1 |
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NAME OF REPORTING PERSON |
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Raymond White |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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4,299,151 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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4,299,151 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,299,151* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.94% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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* Includes (i) 214,095 Shares underlying certain
Warrants beneficially owned by Legion Partners, L.P. I and (ii) 10,905 Shares underlying certain Warrants beneficially owned by Legion
Partners, L.P. II.
The following constitutes Amendment No. 9 to the Schedule
13D filed by the undersigned (the “Amendment No. 9”). This Amendment No. 9 amends and restates the Schedule 13D as specifically
set forth herein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended to add
the following:
Legion Partners I has entered into
certain cash-settled total return swap agreements with Normura Global Financial Products Inc. (“Nomura”) as the counterparty
(the “Swap Agreements”). The swaps with Nomura constitute economic exposure to an aggregate of 1,607,376 notional Shares,
representing approximately 3.72% of the outstanding Shares, which swaps have a maturity date of January 30, 2025 and a weighted average
reference price of $3.67611 per Share. The
Swap Agreements provide Legion Partners I with economic results that are comparable to the economic results of ownership but do not provide
them with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap
Agreements. The Reporting Persons disclaim beneficial ownership of the Shares that are the subject of the Swap Agreements.
Legion Partners II has entered
into certain Swap Agreements with Nomura. The swaps with Nomura constitute economic exposure to an aggregate of 129,923 notional Shares,
representing less than 1% of the outstanding Shares, which swaps have a maturity date of January 30, 2025 and a weighted average reference
price of $3.65582 per Share. The Swap Agreements
provide Legion Partners II with economic results that are comparable to the economic results of ownership but do not provide them with
the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements.
The Reporting Persons disclaim beneficial ownership of the Shares that are the subject of the Swap Agreements.
1
The reference price reported for these swaps is a weighted average price. These swaps were entered into at reference prices
ranging from $2.5699 to $4.2624 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer
or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of notional shares at each
separate reference price for each swap within the range set forth in this footnote 1.
2 The reference price reported for these swaps is a weighted average price.
These swaps were entered into at reference prices ranging from $2.5699 to $4.2624 per Share. The Reporting Persons undertake to provide
to the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information
regarding the number of notional shares at each separate reference price for each swap within the range set forth in this footnote 2.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 24, 2022
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Legion Partners, L.P. I |
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By: |
Legion Partners Asset Management, LLC |
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Investment Advisor |
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By: |
/s/ Christopher S. Kiper |
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Name: |
Christopher S. Kiper |
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Title: |
Managing Director |
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Legion Partners, L.P. II |
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By: |
Legion Partners Asset Management, LLC |
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Investment Advisor |
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By: |
/s/ Christopher S. Kiper |
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Name: |
Christopher S. Kiper |
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Title: |
Managing Director |
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Legion Partners Special Opportunities, L.P. XI |
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By: |
Legion Partners Asset Management, LLC |
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Investment Advisor |
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By: |
/s/ Christopher S. Kiper |
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Name: |
Christopher S. Kiper |
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Title: |
Managing Director |
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Legion Partners, LLC |
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By: |
Legion Partners Holdings, LLC |
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Managing Member |
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By: |
/s/ Christopher S. Kiper |
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Name: |
Christopher S. Kiper |
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Title: |
Managing Member |
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Legion Partners Asset Management, LLC |
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By: |
/s/ Christopher S. Kiper |
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Name: |
Christopher S. Kiper |
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Title: |
Managing Director |
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Legion Partners Holdings, LLC |
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By: |
/s/ Christopher S. Kiper |
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Name: |
Christopher S. Kiper |
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Title: |
Managing Member |
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/s/ Christopher S. Kiper |
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Christopher S. Kiper |
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/s/ Raymond White |
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Raymond White |
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