CUSIP No. 638104109
|
SCHEDULE 13D |
Page 2 of 11
|
1
|
NAME OF REPORTING PERSON
Sandler Master Fund Ltd
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
223,340 shares
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
223,340 shares
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,340 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 3 of 11
|
1
|
NAME OF REPORTING PERSON
Sandler Plus Master Fund, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
513,312 shares
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
513,312 shares
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,312 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 4 of 11
|
1
|
NAME OF REPORTING PERSON
Andrew Sandler
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
938,669 shares
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
938,669 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,669 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 5 of 11
|
1
|
NAME OF REPORTING PERSON
Sandler Capital Management
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
938,669 shares
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
938,669 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,669 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 6 of 11
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 7 of 11
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 8 of 11
|
Exhibit 7.01:
|
Joint Filing Agreement
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 9 of 11
|
SANDLER CAPITAL MANAGEMENT
|
||
By: ALCR Corp., a general partner
|
||
By:
|
/s/ Moira Mitchell
|
|
Name:
|
Moira Mitchell
|
|
Title:
|
President
|
|
SANDLER MASTER FUND, LTD.
|
||
By:
|
/s/ Steven Warshavsky
|
|
Name:
|
Steven Warshavsky
|
|
Title:
|
Director
|
|
SANDLER PLUS MASTER FUND, LTD.
|
||
By:
|
/s/ Steven Warshavsky
|
|
Name:
|
Steven Warshavsky
|
|
Title:
|
Director
|
|
/s/ Andrew Sandler
|
||
Andrew Sandler
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 10 of 11
|
Date
|
Transaction Conducted By
|
Transaction Type
|
Number of Shares
|
Price Per Share
|
6/4/2013
|
SPF
|
Sell
|
3,676
|
$13.96
|
6/5/2013
|
SMF
|
Sell
|
5,168
|
$14.18
|
6/6/2013
|
SMF
|
Sell
|
6,973
|
$13.75
|
6/7/2013
|
SMF
|
Sell
|
8,890
|
$13.97
|
6/10/2013
|
SMF
|
Sell
|
14,870
|
$14.03
|
6/11/2013
|
SCM
|
Sell
|
2,289
|
$14.00
|
6/12/2013
|
SCM
|
Sell
|
8,589
|
$13.75
|
6/13/2013
|
SMF
|
Sell
|
3,595
|
$14.02
|
6/14/2013
|
SMF
|
Sell
|
4,254
|
$14.00
|
6/17/2013
|
SMF
|
Sell
|
459
|
$13.79
|
6/19/2013
|
SMF
|
Sell
|
8,173
|
$13.90
|
6/20/2013
|
SMF
|
Sell
|
5,285
|
$13.86
|
6/21/2013
|
SMF
|
Sell
|
1,961
|
$13.77
|
6/24/2013
|
SMF
|
Sell
|
2,754
|
$13.82
|
6/24/2013
|
SMF
|
Sell
|
7,676
|
$13.91
|
6/25/2013
|
SMF
|
Sell
|
2,324
|
$13.90
|
6/25/2013
|
SMF
|
Sell
|
6,325
|
$14.00
|
6/26/2013
|
SMF
|
Sell
|
3,675
|
$13.90
|
6/26/2013
|
SMF
|
Sell
|
5,355
|
$13.94
|
6/27/2013
|
SMF
|
Sell
|
4,645
|
$13.96
|
6/27/2013
|
SMF
|
Sell
|
8,203
|
$13.99
|
6/28/2013
|
SMF
|
Sell
|
1,797
|
$14.09
|
6/28/2013
|
SMF
|
Sell
|
20,407
|
$14.00
|
7/8/2013
|
SMF
|
Sell
|
23,950
|
$16.13
|
7/8/2013
|
SCM
|
Sell
|
6,050
|
$16.13
|
7/9/2013
|
SCM
|
Sell
|
1,690
|
$16.85
|
7/9/2013
|
SMF
|
Sell
|
8,320
|
$16.85
|
7/10/2013
|
SCM
|
Sell
|
1,670
|
$17.04
|
7/10/2013
|
SMF
|
Sell
|
8,330
|
$17.04
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 11 of 11
|
SANDLER CAPITAL MANAGEMENT
|
||
By: ALCR Corp., a general partner
|
||
By:
|
/s/ Moira Mitchell
|
|
Name:
|
Moira Mitchell
|
|
Title:
|
President
|
|
SANDLER MASTER FUND, LTD.
|
||
By:
|
/s/ Steven Warshavsky
|
|
Name:
|
Steven Warshavsky
|
|
Title:
|
Director
|
|
SANDLER PLUS MASTER FUND, LTD.
|
||
By:
|
/s/ Steven Warshavsky
|
|
Name:
|
Steven Warshavsky
|
|
Title:
|
Director
|
|
/s/ Andrew Sandler
|
||
Andrew Sandler
|