CUSIP No. 638104109
|
SCHEDULE 13D |
Page 2 of 9
|
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
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 3 of 9
|
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
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 4 of 9
|
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
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 5 of 9
|
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
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 6 of 9
|
Exhibit 7.01:
|
Joint Filing Agreement
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 7 of 9
|
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 8 of 9
|
Date
|
Transaction
Conducted By
|
Transaction
Type
|
Number of
Shares
|
Price Per
Share
|
08/13/13
|
SCM
|
Sell
|
90
|
$16.12
|
08/13/13
|
SPF
|
Sell
|
1,350
|
$16.12
|
08/13/13
|
SCM
|
Sell
|
485
|
$16.12
|
08/13/13
|
SMF
|
Sell
|
580
|
$16.12
|
09/17/13
|
SCM
|
Sell
|
27,000
|
$22.84
|
09/17/13
|
SPF
|
Sell
|
379,004
|
$22.84
|
09/17/13
|
SCM
|
Sell
|
126,521
|
$22.84
|
09/17/13
|
SMF
|
Sell
|
147,525
|
$22.84
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 9 of 9
|
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
|