-----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, BMd3yk6YbwshIQr4Vnqh9TrW4+BjulXEYpFEhNOhsOV3VeEvJ1Y22qBlqSuenSaU W2Xv+0EWGXUuJBF/8ltSBg== 0001116679-07-001940.txt : 20070725 0001116679-07-001940.hdr.sgml : 20070725 20070725202227 ACCESSION NUMBER: 0001116679-07-001940 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070718 FILED AS OF DATE: 20070725 DATE AS OF CHANGE: 20070725 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NAUTILUS, INC. CENTRAL INDEX KEY: 0001078207 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 943002667 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 16400 SE NAUTILUS DRIVE CITY: VANCOUVER STATE: WA ZIP: 98683 BUSINESS PHONE: 3606947722 MAIL ADDRESS: STREET 1: 16400 SE NAUTILUS DRIVE CITY: VANCOUVER STATE: WA ZIP: 98683 FORMER COMPANY: FORMER CONFORMED NAME: NAUTILUS GROUP INC DATE OF NAME CHANGE: 20020523 FORMER COMPANY: FORMER CONFORMED NAME: DIRECT FOCUS INC DATE OF NAME CHANGE: 19990202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nottingham Investors LLC CENTRAL INDEX KEY: 0001406669 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31321 FILM NUMBER: 071000410 BUSINESS ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 735-1000 MAIL ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sherborne Strategic Fund A, LLC CENTRAL INDEX KEY: 0001406674 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31321 FILM NUMBER: 071000412 BUSINESS ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 735-1000 MAIL ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sherborne Investors Management GP, LLC CENTRAL INDEX KEY: 0001406671 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31321 FILM NUMBER: 071000413 BUSINESS ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 735-1000 MAIL ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sherborne Investors Management LP CENTRAL INDEX KEY: 0001406672 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31321 FILM NUMBER: 071000414 BUSINESS ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 735-1000 MAIL ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sherborne Investors LP CENTRAL INDEX KEY: 0001406888 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31321 FILM NUMBER: 071000415 BUSINESS ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 735-1000 MAIL ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRAMSON EDWARD J CENTRAL INDEX KEY: 0001016268 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31321 FILM NUMBER: 071000416 BUSINESS ADDRESS: BUSINESS PHONE: 2129356144 MAIL ADDRESS: STREET 1: C/O BATTLE FOWLER LLP STREET 2: 135 EAST 57TH STREET 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sherborne Strategic Fund B, LLC CENTRAL INDEX KEY: 0001406670 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31321 FILM NUMBER: 071000411 BUSINESS ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 735-1000 MAIL ADDRESS: STREET 1: 135 E. 57TH STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sherborne Investors GP, LLC CENTRAL INDEX KEY: 0001373507 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31321 FILM NUMBER: 071000417 BUSINESS ADDRESS: STREET 1: 135 EAST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 735-1000 MAIL ADDRESS: STREET 1: 135 EAST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2007-07-18 0 0001078207 NAUTILUS, INC. NLS 0001373507 Sherborne Investors GP, LLC 135 EAST 57TH STREET NEW YORK NY 10022 0 0 1 0 0001406888 Sherborne Investors LP 135 EAST 57TH STREET NEW YORK NY 10022 0 0 1 0 0001406672 Sherborne Investors Management LP 135 EAST 57TH STREET NEW YORK NY 10022 0 0 1 0 0001406671 Sherborne Investors Management GP, LLC 135 EAST 57TH STREET NEW YORK NY 10022 0 0 1 0 0001406674 Sherborne Strategic Fund A, LLC 135 EAST 57TH STREET NEW YORK NY 10022 0 0 1 0 0001406670 Sherborne Strategic Fund B, LLC 135 EAST 57TH STREET NEW YORK NY 10022 0 0 1 0 0001406669 Nottingham Investors LLC 135 EAST 57TH STREET NEW YORK NY 10022 0 0 1 0 0001016268 BRAMSON EDWARD J 135 EAST 57TH STREET NEW YORK NY 10022 0 0 1 0 Common Stock 3872712 I See footnote See Joint Filer Information on Exhibit 99.1 for information with respect to the nature of Sherborne Investors GP, LLC's indirect ownership and the persons jointly filing this report. The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. Remarks: Exhibit List Exhibit 24 - Confirming Statement Exhibit 99.1 - Joint Filer Information /s/ Gerard L. Eastman, attorney in fact 2007-07-25 EX-24 2 ex24.txt POWER OF ATTORNEY Exhibit 24 CONFIRMING STATEMENT This Statement confirms that the undersigned, Sherborne Investors LP, Sherborne Investors GP, LLC, Sherborne Investors Management LP, Sherborne Investors Management GP, LLC, Sherborne Strategic Fund A, LLC, Sherborne Strategic Fund B, LLC, Nottingham Investors LLC and Edward J. Bramson, have each authorized and designated Craig L. McKibben, Edward Bramson and Gerard L. Eastman, or any one of them, to execute and file on each of the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that each of undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of each of the undersigned's ownership of or transactions in securities of Nautilus, Inc. The authority of Craig L. McKibben, Edward Bramson and Gerard L. Eastman under this Statement shall continue until the undersigned are no longer required to file Forms 3, 4, and 5 with regard to their ownership of or transactions in securities of Nautilus, Inc., unless earlier revoked in writing. Each of the undersigned acknowledges that Craig L. McKibben, Edward Bramson and Gerard L. Eastman are not assuming any of the undersigneds' responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: July 25, 2007 SHERBORNE INVESTORS LP By: SHERBORNE INVESTORS GP, LLC, its general partner By: /s/ Gerard L. Eastman ----------------------------- Name: Gerard L. Eastman Title: Managing Director SHERBORNE INVESTORS GP, LLC By: /s/ Gerard L. Eastman -------------------------------- Name: Gerard L. Eastman Title: Managing Director SHERBORNE INVESTORS MANAGEMENT LP By: SHERBORNE INVESTORS MANAGEMENT GP, LLC, its general partner By: /s/ Gerard L. Eastman ----------------------------- Name: Gerard L. Eastman Title: Managing Director SHERBORNE INVESTORS MANAGEMENT GP, LLC By: /s/ Gerard L. Eastman --------------------------------- Name: Gerard L. Eastman Title: Managing Director SHERBORNE STRATEGIC FUND A, LLC By: SHERBORNE INVESTORS LP, its managing member By: SHERBORNE INVESTORS GP, LLC, its general partner By: /s/ Gerard L. Eastman ----------------------------- Name: Gerard L. Eastman Title: Managing Director SHERBORNE STRATEGIC FUND B, LLC By: SHERBORNE INVESTORS LP, its managing member By: SHERBORNE INVESTORS GP, LLC, its general partner By: /s/ Gerard L. Eastman ----------------------------- Name: Gerard L. Eastman Title: Managing Director NOTTINGHAM INVESTORS LLC By: SHERBORNE INVESTORS LP, its managing member By: SHERBORNE INVESTORS GP, LLC, its general partner By: /s/ Gerard L. Eastman ----------------------------- Name: Gerard L. Eastman Title: Managing Director EDWARD BRAMSON /s/ Edward Bramson ----------------------------------------- Edward Bramson EX-99 3 ex99-1.txt FORM 3 JOINT FILER INFORMATION Exhibit 99.1 Form 3 Joint Filer Information Names of the Reporting Persons: o Sherborne Investors LP, a Delaware limited partnership and managing member of each of the Funds (as defined below) ("Managing Member"); o Sherborne Investors GP, LLC, a Delaware limited liability company and general partner of the Managing Member ("Sherborne Investors GP"); o Sherborne Investors Management LP, a Delaware limited partnership and investment manager to the Funds ("Sherborne Management"); o Sherborne Investors Management GP, LLC, a Delaware limited liability company and general partner of Sherborne Management ("Sherborne Management GP"); o Sherborne Strategic Fund A, LLC, a Delaware limited liability company ("Strategic Fund A"); o Sherborne Strategic Fund B, LLC, a Delaware limited liability company ("Strategic Fund B"); o Nottingham Investors LLC, a Delaware limited liability company ("Nottingham" and, together with Strategic Fund A and Strategic Fund B, the "Funds"); and o Edward J. Bramson, the managing member of Sherborne Investors GP and Sherborne Management GP ("Bramson"). Address for each of the Reporting Persons: 135 East 57th Street, New York, NY 10022 Date of Event Requiring Statement for each of July 18, 2007 the Reporting Persons: Designated Filer for each of the Reporting Sherborne Investors GP, LLC Persons: Issuer Name & Ticker or Trading Symbol for Nautilus, Inc.; NLS each of the Reporting Persons: As of July 18, 2007, the Reporting Persons had the following direct and indirect interests in common stock (the "Shares") of Nautilus, Inc.: o Strategic Fund A is the direct beneficial owner of 331,001 Shares; o Strategic Fund B is the direct beneficial owner of 496,501 Shares; o Nottingham is the direct beneficial owner of 3,045,210 Shares; o The Managing Member, as the managing member of the Funds, is the indirect beneficial owner of the 3,872,712 Shares directly owned by the Funds; o Sherborne Investors GP, as the general partner of the Managing Member, is the indirect beneficial owner of the 3,872,712 Shares directly owned by the Funds; o Sherborne Management, as the investment manager to the Funds that only receives an asset-based fee, beneficially owns 0 Shares; o Sherborne Management GP, as the general partner of Sherborne Management, beneficially owns 0 Shares; and o Bramson, as the managing member of Sherborne Investors GP, is the indirect beneficial owner of the 3,872,712 Shares directly owned by the Funds. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). -----END PRIVACY-ENHANCED MESSAGE-----