EX-99.1 2 c85761_99x1.htm ADDITIONAL EXHIBITS Exhibit 99.1
Exhibit 99.1
Form 4 Joint Filer Information
         
Names of the Reporting Persons:
    Sherborne Investors LP, a Delaware limited partnership and managing member of each of the Funds (as defined below) (“Managing Member”);
   
Sherborne Investors GP, LLC, a Delaware limited liability company and general partner of the Managing Member (“Sherborne Investors GP”);
   
Sherborne Investors Management LP, a Delaware limited partnership and investment manager to the Funds (“Sherborne Management”);
   
Sherborne Investors Management GP, LLC, a Delaware limited liability company and general partner of Sherborne Management (“Sherborne Management GP”);
   
Sherborne Strategic Fund A, LLC, a Delaware limited liability company (“Strategic Fund A”);
   
Sherborne Strategic Fund B, LLC, a Delaware limited liability company (“Strategic Fund B”);
   
Nottingham Investors LLC, a Delaware limited liability company (“Nottingham” and, together with Strategic Fund A and Strategic Fund B, the “Funds”); and
   
Edward J. Bramson, the managing member of Sherborne Investors GP and Sherborne Management GP and a director and Chief Executive Officer of Nautilus, Inc. (“Bramson”).
     
Address for each of the Reporting Persons:
  135 East 57th Street, New York, NY 10022
 
   
Date of Earliest Transaction Required to be Reported:
  May 14, 2009
 
   
Designated Filer for each of the Reporting Persons:
  Sherborne Investors GP, LLC
 
   
Issuer & Ticker Symbol for each of the Reporting Persons:
  Nautilus, Inc.; NLS
 
   
Title of Security for each of the Reporting Persons:
  Common Stock, no par value (the “Shares”)
 
   
Transaction Code for each of the Reporting Persons:
  P
         
Securities Acquired(1):
    Strategic Fund A directly acquired Shares as follows:
                 
                Amount of Securities
                Beneficially Owned
        Amount of Securities       Following Reported
    Transaction Date   Acquired   Price   Transactions
    05/14/2009   8,085.015   $1.000(2)   853,192.203
   
Strategic Fund B directly acquired Shares as follows:
                 
                Amount of Securities
                Beneficially Owned
        Amount of Securities       Following Reported
    Transaction Date   Acquired   Price   Transactions
    05/14/2009   11,972.943   $1.000(2)   1,279,633.727
   
Nottingham directly acquired Shares as follows:
                 
                Amount of Securities
                Beneficially Owned
        Amount of Securities       Following Reported
    Transaction Date   Acquired   Price   Transactions
    05/14/2009   73,627.042   $1.000(2)   7,848,623.065
   
Each of (i) the Managing Member, as the managing member of the Funds, (ii) Sherborne Investors GP, as the general partner of the Managing Member and (iii) Bramson, as the managing member of Sherborne Investors GP, indirectly acquired the Shares that were directly acquired by the Funds as follows:
                 
                Amount of Securities
                Beneficially Owned
        Amount of Securities       Following Reported
    Transaction Date   Acquired   Price   Transactions
    05/14/2009   93,685   $1.000(2)   9,981,449.000
   
Sherborne Management, as the investment manager to the Funds that only receives an asset-based fee, beneficially owns 0 Shares.
   
Sherborne Management GP, as the general partner of Sherborne Management, beneficially owns 0 Shares.
 
     
(1)  
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.
 
(2)  
This transaction was executed in multiple trades at prices ranging from $0.995 to $1.010. The reported price reflects the weighted average purchase price. The persons jointly filing this report hereby undertake to provide upon request by the Securities and Exchange Commission (“SEC”) staff, Nautilus, Inc. or a shareholder of Nautilus, Inc. full information regarding the number of shares purchased at each separate price.
         
Sherborne Investors LP   /s/ Craig L. McKibben, attorney-in-fact
 
**Signature of Reporting Person
  May 18, 2009
 
Date
Sherborne Investors Management LP   /s/ Craig L. McKibben, attorney-in-fact
 
**Signature of Reporting Person
  May 18, 2009
 
Date
Sherborne Investors Management GP, LLC   /s/ Craig L. McKibben, attorney-in-fact
 
**Signature of Reporting Person
  May 18, 2009
 
Date
Sherborne Strategic Fund A, LLC   /s/ Craig L. McKibben, attorney-in-fact
 
**Signature of Reporting Person
  May 18, 2009
 
Date
Sherborne Strategic Fund B, LLC   /s/ Craig L. McKibben, attorney-in-fact
 
**Signature of Reporting Person
  May 18, 2009
 
Date
Nottingham Investors LLC   /s/ Craig L. McKibben, attorney-in-fact
 
**Signature of Reporting Person
  May 18, 2009
 
Date
Edward J. Bramson   /s/ Craig L. McKibben, attorney-in-fact
 
**Signature of Reporting Person
  May 18, 2009
 
Date
 
     
**  
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).