Statement of Changes in Beneficial Ownership (4)
September 01 2021 - 7:43PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
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1. Name and Address of Reporting Person
*
Barr Jim |
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 |
(Last)
(First)
(Middle)
C/O NAUTILUS, INC., 17750 SE 6TH WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/30/2021 |
(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 | 8/30/2021 | | M | | 75796 | A | $1.79 | 251019 | D | |
Common Stock | 8/30/2021 | | S | | 75796 | D | $11.6107 (1) | 175223 | D | |
Common Stock | 8/31/2021 | | M | | 75796 | A | $1.79 | 251019 | D | |
Common Stock | 8/31/2021 | | S | | 75796 | D | $11.5405 (2) | 175223 | D | |
Common Stock | 9/1/2021 | | M | | 75796 | A | $1.79 | 251019 | D | |
Common Stock | 9/1/2021 | | S | | 75796 | D | $11.2931 (3) | 175223 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Stock Option (Right to Buy) | $1.79 | 8/30/2021 | | M | | | 75796 | (4) | 7/29/2027 | Common Stock | 75796.0 | $0 | 606367 | D | |
Stock Option (Right to Buy) | $1.79 | 8/31/2021 | | M | | | 75796 | (4) | 7/29/2027 | Common Stock | 75796.0 | $0 | 530571 | D | |
Stock Option (Right to Buy) | $1.79 | 9/1/2021 | | M | | | 75796 | (4) | 7/29/2027 | Common Stock | 75796.0 | $0 | 454775 | D | |
Explanation of Responses: |
(1) | On August 30, 2021, pursuant to a pre-planned Rule 10b5-1 trading plan previously adopted by Mr. Barr on June 9, 2021 for personal long-term financial and tax planning strategies purposes, Mr. Barr sold 75,796 shares of the issuer in multiple trades at prices ranging from $11.39 to $11.75. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide Nautilus, Inc., any securityholder of Nautilus, Inc., or the staff of the Securities & Exchange Commission upon request, full information regarding the number of shares sold at each separate price. |
(2) | On August 31, 2021, pursuant to a pre-planned Rule 10b5-1 trading plan previously adopted by Mr. Barr on June 9, 2021 for personal long-term financial and tax planning strategies purposes, Mr. Barr sold 75,796 shares of the issuer in multiple trades at prices ranging from $11.35 to $11.76. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide Nautilus, Inc., any securityholder of Nautilus, Inc., or the staff of the Securities & Exchange Commission upon request, full information regarding the number of shares sold at each separate price. |
(3) | On September 1, 2021, pursuant to a pre-planned Rule 10b5-1 trading plan previously adopted by Mr. Barr on June 9, 2021 for personal long-term financial and tax planning strategies purposes, Mr. Barr sold 75,796 shares of the issuer in multiple trades at prices ranging from $11.06 to $11.51. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide Nautilus, Inc., any securityholder of Nautilus, Inc., or the staff of the Securities & Exchange Commission upon request, full information regarding the number of shares sold at each separate price. |
(4) | The options will vest as to 1/3 of the total award on each of July 29, 2020, July 29, 2021 and July 29, 2022, subject to the Reporting Person's provision of services to the Issuer on such vesting dates. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Barr Jim C/O NAUTILUS, INC. 17750 SE 6TH WAY VANCOUVER, WA 98683 | X |
| Chief Executive Officer |
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Signatures
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/s/ Sarah A. Jones, Attorney-in-fact for Jim Barr | | 9/1/2021 |
**Signature of Reporting Person | Date |
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