CUSIP No. 638104109
|
SCHEDULE 13D |
Page 2 of 10
|
1
|
NAME OF REPORTING PERSON
Sandler Master Fund Ltd
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
148,105 shares
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
148,105 shares
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,105 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 3 of 10
|
1
|
NAME OF REPORTING PERSON
Sandler Plus Master Fund, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
380,354 shares
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
380,354 shares
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,354 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 4 of 10
|
1
|
NAME OF REPORTING PERSON
Andrew Sandler
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
682,555 shares
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
682,555 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,555 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 5 of 10
|
1
|
NAME OF REPORTING PERSON
Sandler Capital Management
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
682,555 shares
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
682,555 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,555 shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 6 of 10
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 7 of 10
|
Exhibit 7.01:
|
Joint Filing Agreement
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 8 of 10
|
SANDLER CAPITAL MANAGEMENT
|
||
By: ALCR Corp., a general partner
|
||
By:
|
/s/ Moira Mitchell
|
|
Name:
|
Moira Mitchell
|
|
Title:
|
President
|
|
SANDLER MASTER FUND, LTD.
|
||
By:
|
/s/ Steven Warshavsky
|
|
Name:
|
Steven Warshavsky
|
|
Title:
|
Director
|
|
SANDLER PLUS MASTER FUND, LTD.
|
||
By:
|
/s/ Steven Warshavsky
|
|
Name:
|
Steven Warshavsky
|
|
Title:
|
Director
|
|
/s/ Andrew Sandler
|
||
Andrew Sandler
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 9 of 10
|
Date |
Transaction
Conducted By
|
Transaction
Type
|
Number of
Shares
|
Price Per
Share
|
7/25/2013
|
SCM
|
Sell
|
980
|
$16.15
|
7/25/2013
|
SPF
|
Sell
|
12,150
|
$16.15
|
7/25/2013
|
SCM
|
Sell
|
4,060
|
$16.15
|
7/25/2013
|
SM
|
Sell
|
4,810
|
$16.15
|
7/26/2013
|
SCM
|
Sell
|
645
|
$16.03
|
7/26/2013
|
SPF
|
Sell
|
7,600
|
$16.03
|
7/26/2013
|
SCM
|
Sell
|
2,500
|
$16.03
|
7/26/2013
|
SM
|
Sell
|
3,000
|
$16.03
|
7/30/2013
|
SCM
|
Sell
|
300
|
$16.01
|
7/30/2013
|
SPF
|
Sell
|
3,800
|
$16.01
|
7/30/2013
|
SCM
|
Sell
|
1,313
|
$16.01
|
7/30/2013
|
SM
|
Sell
|
1,500
|
$16.01
|
7/31/2013
|
SCM
|
Sell
|
512
|
$16.00
|
7/31/2013
|
SPF
|
Sell
|
6,520
|
$16.00
|
7/31/2013
|
SM
|
Sell
|
2,590
|
$16.00
|
8/5/2013
|
SCM
|
Sell
|
660
|
$15.90
|
8/5/2013
|
SPF
|
Sell
|
4,471
|
$15.90
|
8/5/2013
|
SCM
|
Sell
|
3,070
|
$15.90
|
8/5/2013
|
SM
|
Sell
|
2,970
|
$15.90
|
8/6/2013
|
SCM
|
Sell
|
100
|
$15.88
|
8/6/2013
|
SPF
|
Sell
|
1,700
|
$15.88
|
8/6/2013
|
SCM
|
Sell
|
600
|
$15.88
|
8/6/2013
|
SM
|
Sell
|
700
|
$15.88
|
8/7/2013
|
SCM
|
Sell
|
290
|
$15.88
|
8/7/2013
|
SPF
|
Sell
|
3,300
|
$15.88
|
8/7/2013
|
SCM
|
Sell
|
1,100
|
$15.88
|
8/7/2013
|
SM
|
Sell
|
1,210
|
$15.88
|
8/7/2013
|
SCM
|
Sell
|
860
|
$15.86
|
8/7/2013
|
SPF
|
Sell
|
11,920
|
$15.86
|
8/7/2013
|
SCM
|
Sell
|
3,300
|
$15.86
|
8/7/2013
|
SM
|
Sell
|
4,620
|
$15.86
|
8/8/2013
|
SCM
|
Sell
|
470
|
$16.05
|
8/8/2013
|
SPF
|
Sell
|
7,240
|
$16.05
|
8/8/2013
|
SCM
|
Sell
|
2,410
|
$16.05
|
8/8/2013
|
SM
|
Sell
|
2,880
|
$16.05
|
8/12/2013
|
SCM
|
Sell
|
800
|
$16.05
|
8/12/2013
|
SPF
|
Sell
|
11,200
|
$16.05
|
8/12/2013
|
SCM
|
Sell
|
3,700
|
$16.05
|
8/12/2013
|
SM
|
Sell
|
4,300
|
$16.05
|
CUSIP No. 638104109
|
SCHEDULE 13D |
Page 10 of 10
|
SANDLER CAPITAL MANAGEMENT
|
||
By: ALCR Corp., a general partner
|
||
By:
|
/s/ Moira Mitchell
|
|
Name:
|
Moira Mitchell
|
|
Title:
|
President
|
|
SANDLER MASTER FUND, LTD.
|
||
By:
|
/s/ Steven Warshavsky
|
|
Name:
|
Steven Warshavsky
|
|
Title:
|
Director
|
|
SANDLER PLUS MASTER FUND, LTD.
|
||
By:
|
/s/ Steven Warshavsky
|
|
Name:
|
Steven Warshavsky
|
|
Title:
|
Director
|
|
/s/ Andrew Sandler
|
||
Andrew Sandler
|