Amended Statement of Beneficial Ownership (sc 13d/a)
February 18 2014 - 6:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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NutriSystem,
Inc.
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(Name of Issuer)
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Common Stock,
par value $0.001 per share
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(Title of Class of Securities)
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67069D108
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(CUSIP Number)
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Marc Weingarten
and David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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February
13, 2014
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(Date of Event Which Requires Filing of This Statement)
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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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 13 Pages)
______________________________
* 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).
CUSIP No. 67069D108
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SCHEDULE 13D/A
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Page
2
of 13 Pages
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1
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NAME OF REPORTING PERSON
Clinton Spotlight Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
514,417 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
514,417 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
514,417 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 67069D108
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SCHEDULE 13D/A
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Page
3
of 13 Pages
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1
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NAME OF REPORTING PERSON
Clinton Magnolia Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
583,212 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
583,212 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
583,212 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 67069D108
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SCHEDULE 13D/A
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Page
4
of 13 Pages
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1
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NAME OF REPORTING PERSON
Clinton Relational Opportunity Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
561,213 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
561,213 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
561,213 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 67069D108
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SCHEDULE 13D/A
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Page
5
of 13 Pages
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1
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NAME OF REPORTING PERSON
Clinton Relational Opportunity, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
561,213 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
561,213 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
561,213 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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14
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TYPE OF REPORTING PERSON
CO; IA
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CUSIP No. 67069D108
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SCHEDULE 13D/A
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Page
6
of 13 Pages
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1
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NAME OF REPORTING PERSON
Clinton Group, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
|
SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,838,136 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,838,136 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,838,136 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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14
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TYPE OF REPORTING PERSON
CO; IA
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CUSIP No. 67069D108
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SCHEDULE 13D/A
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Page
7
of 13 Pages
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1
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NAME OF REPORTING PERSON
George E. Hall
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,838,136 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
|
10
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SHARED DISPOSITIVE POWER
1,838,136 shares of Common Stock
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,838,136 shares of Common Stock
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 67069D108
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SCHEDULE 13D/A
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Page
8
of 13 Pages
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This Amendment No. 2 ("Amendment No. 2") amends and supplements
the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 30, 2013 (the
"Original Schedule 13D"), Amendment No. 1 filed with the SEC on November 6, 2013 ("Amendment No. 1" and together
with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D") with respect to the common stock, par value
$0.001 per share (the "Common Stock"), of NutriSystem, Inc., a Delaware corporation (the "Issuer"). Capitalized
terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment
No. 2 amends Items 3, 5 and 6 as set forth below.
Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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The Reporting Persons used approximately $29,630,000 (including
brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.
The source of the funds used to acquire the Common Stock reported
herein is the working capital of SPOT, CMAG and CREL for the shares of Common Stock held by each of them, and margin borrowings
described in the following sentence. Such shares of Common Stock are held by the Reporting Persons in commingled margin accounts,
which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock
exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security
for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call
rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the
amounts, if any, of margin used to purchase the Common Stock reported herein.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
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(a) The aggregate number and percentage of shares of Common Stock
to which this Schedule 13D relates is 1,838,136 shares of Common Stock, constituting approximately 6.4% of the Issuer’s currently
outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 28,724,054
shares of Common Stock outstanding as of October 30, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period
ended September 30, 2013, filed with the Securities and Exchange Commission on November 11, 2013.
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(i)
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SPOT:
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(a)
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As of the date hereof, SPOT may be deemed the beneficial owner of 514,417 shares of Common Stock.
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Percentage: Approximately 1.8% as of the date hereof.
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 514,417 shares of Common Stock.
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 514,417 shares of Common Stock.
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CUSIP No. 67069D108
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SCHEDULE 13D/A
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Page
9
of 13 Pages
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(ii)
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CMAG:
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(a)
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As of the date hereof, CMAG may be deemed the beneficial owner of 583,212 shares of Common Stock.
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Percentage: Approximately 2.0% as of the date hereof.
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(b):
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 583,212 shares of Common Stock.
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 583,212 shares of Common Stock.
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(iii)
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CREL:
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(a)
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As of the date hereof, CREL may be deemed the beneficial owner of 561,213 shares of Common Stock.
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Percentage: Approximately 2.0% as of the date hereof.
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 561,213 shares of Common Stock.
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition 561,213 shares of Common Stock.
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(iv)
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CRO:
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(a)
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As of the date hereof, CRO may be deemed the beneficial owner of 561,213 shares of Common Stock.
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Percentage: Approximately 2.0% as of the date hereof.
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 561,213 shares of Common Stock.
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition 561,213 shares of Common Stock.
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(v)
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CGI:
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(a)
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As of the date hereof, CGI may be deemed the beneficial owner of 1,838,136 shares of Common Stock.
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Percentage: Approximately 6.4% as of the date hereof.
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,838,136 shares of Common Stock.
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,838,136 shares of Common Stock.
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CUSIP No. 67069D108
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SCHEDULE 13D/A
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Page
10
of 13 Pages
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(vi)
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Mr. Hall:
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(a)
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As of the date hereof, Mr. Hall may be deemed the beneficial owner of 1,838,136 shares of Common Stock.
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Percentage: Approximately 6.4% as of the date hereof.
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(b)
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1. Sole power to vote or direct vote: 0
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2. Shared power to vote or direct vote: 1,838,136 shares of Common Stock.
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3. Sole power to dispose or direct the disposition: 0
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4. Shared power to dispose or direct the disposition: 1,838,136 shares of Common Stock.
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(b) By virtue of investment management agreements with SPOT and CMAG, its ownership of CRO and a sub-advisory agreement governing a portion of a mutual fund portfolio ("CASF") that beneficially owns 179,294 shares of Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,838,136 shares of Common Stock beneficially owned by SPOT, CMAG, CREL and CASF. By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which CGI has voting power or dispositive power.
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(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market.
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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Clinton is currently party to option contracts on 664,500 shares
of Common Stock with strike prices ranging from $14.00 to $16.00 and expiration dates ranging from February 22, 2014 to March 22,
2014.
Other than the options described in this Item 6 or as otherwise
disclosed in the Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Reporting Persons
or between the Reporting Persons and any other person with respect to securities of the Issuer.
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CUSIP No. 67069D108
|
SCHEDULE 13D/A
|
Page
11
of 13 Pages
|
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2014
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CLINTON SPOTLIGHT MASTER
FUND, L.P.
|
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By: Clinton Group, Inc., its investment manager
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/s/ Francis Ruchalski
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Name: Francis Ruchalski
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Title: Chief Financial Officer
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CLINTON MAGNOLIA MASTER
FUND, LTD.
By: Clinton Group, Inc., its investment manager
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/s/ Francis Ruchalski
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Name: Francis Ruchalski
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Title: Chief Financial Officer
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CLINTON RELATIONAL OPPORTUNITY
MASTER FUND, L.P.
By: Clinton Relational Opportunity, LLC, its investment manager
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/s/ John Hall
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Name: John Hall
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Title: Authorized Signatory
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CLINTON RELATIONAL OPPORTUNITY, LLC
|
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/s/ John Hall
|
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Name: John Hall
|
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Title: Authorized Signatory
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CUSIP No. 67069D108
|
SCHEDULE 13D/A
|
Page
12
of 13 Pages
|
|
CLINTON GROUP, INC
|
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/s/ Francis Ruchalski
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Name: Francis Ruchalski
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Title: Chief Financial Officer
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/s/ George E. Hall
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George E. Hall
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CUSIP No. 67069D108
|
SCHEDULE 13D/A
|
Page
13
of 13 Pages
|
Appendix B
TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON
STOCK
BY THE REPORTING PERSONS
The following table sets forth all transactions
with respect to the shares of Common Stock effected during the past sixty days by any of the Reporting Persons. Except as otherwise
noted, all such transactions in the table were effected in the open market through a broker.
SPOT
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
12/18/2013
|
2,500
|
16.9545
|
12/18/2013
|
2,500
|
16.97
|
12/18/2013
|
5,000
|
17.0778
|
12/20/2013
|
(600)
|
16
|
12/27/2013
|
7,500
|
16.6928
|
12/27/2013
|
2,550
|
16.7058
|
1/8/2014
|
(100,000)
|
16.19
|
1/21/2014
|
(310,000)
|
16.05
|
CMAG
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
12/20/2013
|
10,100
|
17.1428
|
1/8/2014
|
100,000
|
16.19
|
1/21/2014
|
310,000
|
16.05
|
2/11/2014
|
20,000
|
14.78
|
2/11/2014
|
22,000
|
14.7085
|
2/13/2014
|
77,000
|
15.194
|
2/13/2014
|
1,112
|
15.0176
|
2/14/2014
|
30,800
|
15.1389
|
2/14/2014
|
12,200
|
15.0413
|
CREL
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
12/18/2013
|
2,500
|
16.9545
|
12/18/2013
|
2,500
|
16.97
|
12/18/2013
|
5,000
|
17.0778
|
12/27/2013
|
7,500
|
16.6928
|
12/27/2013
|
2,550
|
16.7058
|
CASF
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
12/20/2013
|
(100)
|
16
|
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