AMENDMENT NO. 2 TO SCHEDULE 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RyF0Gg42y/10EfvjsaQ96oyTLRA4AdMDPzvocBEw9oAyD+Q0BcvEWfx/ETKDg99L 1McUrrl6OnpeI8L7XLoH2Q== 0001193125-10-030307.txt : 20100212 0001193125-10-030307.hdr.sgml : 20100212 20100212140510 ACCESSION NUMBER: 0001193125-10-030307 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRI SYSTEM INC /DE/ CENTRAL INDEX KEY: 0001096376 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 233012204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58605 FILM NUMBER: 10597540 BUSINESS ADDRESS: STREET 1: 300 WELSH ROAD STREET 2: BUILDING 1, SUITE 100 CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2157065332 MAIL ADDRESS: STREET 1: 300 WELSH ROAD STREET 2: BUILDING 1, SUITE 100 CITY: HORSHAM STATE: PA ZIP: 19044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS MANAGEMENT LLLP CENTRAL INDEX KEY: 0000877338 IRS NUMBER: 592844344 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4306 PABLO OAKS COURT CITY: JACKSONVILLE STATE: FL ZIP: 32224 BUSINESS PHONE: 9043559989 MAIL ADDRESS: STREET 1: 4306 PABLO OAKS COURT CITY: JACKSONVILLE STATE: FL ZIP: 32224 FORMER COMPANY: FORMER CONFORMED NAME: WS MANAGEMENT LLP DATE OF NAME CHANGE: 20021105 FORMER COMPANY: FORMER CONFORMED NAME: WATER STREET CAPITAL INC DATE OF NAME CHANGE: 19990407 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 2 TO SCHEDULE 13G AMENDMENT NO. 2 TO SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

NutriSystem, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

67069D108

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

The information required in 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).

(Continued on following page(s))

Page 1 of 6 Pages


CUSIP No. 67069D108				Page 2 of 6 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WS Management, LLLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ Not applicable.
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,287,914
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 1,287,914
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,287,914
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.16%
12	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


CUSIP No. 67069D108				Page 3 of 6 Pages

Item 1(a).

Name of Issuer:

NutriSystem, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

300 Welsh Road, Building 1, Suite 100, Horsham, PA 19044

Item 2(a).

Name of Person Filing:

WS Management, LLLP

Item 2(b).

Address of Principal Business Office or, if none, Residence:

4306 Pablo Oaks Court

Jacksonville, FL 32224

Item 2(c).

Citizenship:

USA

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number:

67069D108

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(G)


CUSIP No. 67069D108				Page 4 of 6 Pages

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).


Item 4.	Ownership

	(a)	Amount Beneficially Owned:

		1,287,914

	(b)	Percent of Class:

		4.16%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote:

			1,287,914

		(ii)	shared power to vote or to direct the vote:

			—

		(iii)	sole power to dispose or to direct the disposition of:

			1,287,914

		(iv)	shared power to dispose or to direct the disposition of:

			—

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

	Instruction: Dissolution of a group requires a response to this item.


CUSIP No. 67069D108				Page 5 of 6 Pages



Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Inapplicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

		Inapplicable.

Item 8.		Identification and Classification of Members of the Group.

		Inapplicable.

Item 9.		Notice of Dissolution of Group.

		Inapplicable.

Item 10.		Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 67069D108				Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 8, 2010

Date



WS MANAGEMENT, LLLP

By:		/s/ Gilchrist B. Berg
		Gilchrist B. Berg
		General Partner

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