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 27, 2011 | |||
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: | J(1) | |||
Securities Disposed of(2):
|
| Strategic Fund A directly disposed Shares as follows: |
Amount of Securities | ||||||||
Beneficially Owned | ||||||||
Amount of Securities | Following Reported | |||||||
Transaction Date | Disposed of | Price | Transactions | |||||
05/27/2011 | 853,192.203 | 0 | 0 |
| Strategic Fund B directly disposed Shares as follows: |
Amount of Securities | ||||||||
Beneficially Owned | ||||||||
Amount of Securities | Following Reported | |||||||
Transaction Date | Disposed of | Price | Transactions | |||||
05/27/2011 | 1,279,633.727 | 0 | 0 |
| Nottingham directly disposed Shares as follows: |
Amount of Securities | ||||||||
Beneficially Owned | ||||||||
Amount of Securities | Following Reported | |||||||
Transaction Date | Disposed of | Price | Transactions | |||||
05/27/2011 | 7,848,623.065 | 0 | 0 |
| 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 disposed of the Shares that were directly disposed of by the Funds as follows: |
Amount of Securities | ||||||||
Beneficially Owned | ||||||||
Amount of Securities | Following Reported | |||||||
Transaction Date | Disposed of | Price | Transactions | |||||
05/27/2011 | 9,981,449.000 | 0 | 0 |
| 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) | On May 27, 2011, the Funds made a pro rata distribution of all the Shares they beneficially
owned to their respective investors. As a result, the Funds no longer beneficially own any
Shares. |
|
(2) | Each of the Reporting Persons disclaims beneficial ownership of these securities except to
the extent of the Reporting Persons 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. |
Sherborne Investors LP |
/s/ Craig L. McKibben, attorney-in-fact
|
May 31, 2011
|
||
Sherborne Investors Management LP |
/s/ Craig L. McKibben, attorney-in-fact
|
May 31, 2011
|
||
Sherborne Investors Management GP, LLC |
/s/ Craig L. McKibben, attorney-in-fact
|
May 31, 2011
|
||
Sherborne Strategic Fund A, LLC |
/s/ Craig L. McKibben, attorney-in-fact
|
May 31, 2011
|
||
Sherborne Strategic Fund B, LLC |
/s/ Craig L. McKibben, attorney-in-fact
|
May 31, 2011
|
||
Nottingham Investors LLC |
/s/ Craig L. McKibben, attorney-in-fact
|
May 31, 2011
|
||
Edward J. Bramson |
/s/ Craig L. McKibben, attorney-in-fact
|
May 31, 2011
|
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |