SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NAUTILUS, INC. [ NLS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/26/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/26/2020 | A | 25,147(1) | A | $0 | 25,147 | D | |||
Common Stock | 10/26/2020 | A | 4,192(2) | A | $0 | 29,339 | D | |||
Common Stock | 10/27/2020 | A | 3,000(3) | A | $0 | 32,339 | D | |||
Common Stock | 10/26/2020 | F | 622(4) | D | $23.86 | 31,717 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents an award of restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration. On October 26, 2020, pursuant to the terms of the reporting person's employment agreement, the Issuer's Board granted 25,147 RSUs, based on $600,000 using the closing price of Nautilus' shares on October 26, 2020, vesting in three equal annual installments on October 26, 2021, October 26, 2022 and October 26, 2023, subject to the reporting person's provision of services to the Issuer on such vesting dates. Shares of the Issuer's Common Stock will be delivered to the Reporting Person following vesting. |
2. On October 26, 2020, pursuant to the terms of the reporting person's employment agreement, the Issuer's Board granted to the reporting person 4,192 RSUs, with 50% of the total award vesting on October 26, 2020 and the remaining 50% of the award vesting on October 26, 2021, subject to the reporting person's provision of services to the Issuer on October 26, 2021. |
3. On October 27, 2020 the Board granted 3,000 RSUs to the reporting person in addition to the RSU grants provided under his employment agreement, vesting in three equal annual installments on October 27, 2021, October 27, 2022 and October 27, 2023, subject to the reporting person's provision of services to the Issuer on such vesting dates. Shares of the Issuer's Common Stock will be delivered to the Reporting Person following vesting. |
4. Represents shares withheld to satisfy the tax liability incident to the vesting of a security issued in accordance with Rule 16b-3. |
Remarks: |
/s/ Wayne M. Bolio, Attorney-in-Fact for Garry R. Wiseman | 10/30/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |