SEC FORM 4

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^*

LITTLE PAUL F

(Last)

(First)

(Middle)

NAUTILUS,INC.

16400 SE NAUTILUS DRIVE

(Street)

VANCOUVER

98683

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NAUTILUS, INC. [ NLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2006		X/K⁽¹⁾		75,000	D	$34.63	0	D
Common Stock	05/19/2006		X/K⁽⁷⁾		75,000	D	$34.63	0	I	By Westover Investments⁽⁴⁾
Common Stock	05/19/2006		X/K⁽²⁾		75,000	D	$25.2	0	D
Common Stock	05/19/2006		X/K⁽⁸⁾		75,000	D	$25.2	0	I	By Westover Investments⁽⁴⁾
Common Stock	05/19/2006		J/K⁽¹⁾		75,000	A	$15.8639	807,626	D
Common Stock	05/19/2006		J/K⁽⁷⁾		75,000	A	$15.8639	352,009	I	By Westover Investments⁽⁴⁾
Common Stock	05/19/2006		J/K⁽²⁾		75,000	A	$15.8639	807,626	D
Common Stock	05/19/2006		J/K⁽⁸⁾		75,000	A	$15.8639	352,009	I	By Westover Investments⁽⁴⁾
Common Stock	05/17/2006		S		6,850	D	$16.2336⁽³⁾	950,776	D
Common Stock	05/17/2006		S		6,850	D	$16.2336⁽³⁾	495,159	I	By Westover Investments⁽⁴⁾
Common Stock	05/18/2006		S		42,550	D	$16.2249⁽⁵⁾	908,226	D
Common Stock	05/18/2006		S		42,550	D	$16.2249⁽⁵⁾	452,609	I	By Westover Investments⁽⁴⁾
Common Stock	05/19/2006		S		100,600	D	$15.6861⁽⁶⁾	807,626	D
Common Stock	05/19/2006		S		100,600	D	$15.6861⁽⁶⁾	352,009	I	By Westover Investments⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity Swap (obligation to sell)	$34.63	05/19/2006		X/K⁽¹⁾			75,000⁽¹⁾	05/19/2006	05/19/2006	Common Stock	75,000	⁽¹⁾	0	D
Equity Swap (obligation to sell)	$34.63	05/19/2006		X/K⁽⁷⁾			75,000⁽⁷⁾	05/19/2006	05/19/2006	Common Stock	75,000	⁽⁷⁾	0	I	By Westover Investments⁽⁴⁾
Equity Swap (obligation to sell)	$25.2	05/19/2006		X/K⁽²⁾			75,000⁽²⁾	05/19/2006	05/19/2006	Common Stock	75,000	⁽²⁾	0	D
Equity Swap (obligation to sell)	$25.2	05/19/2006		X/K⁽⁸⁾			75,000⁽⁸⁾	05/19/2006	05/19/2006	Common Stock	75,000	⁽⁸⁾	0	I	By Westover Investments⁽⁴⁾

Explanation of Responses:

1. On May 19, 2006, upon the settlement of an equity swap agreement entered into by and between the reporting person and a securities broker on June 19, 2001, the broker paid to the reporting person $1,407,592.43, representing the difference between $34.63 and $15.8639421, the value of NLS common stock on the settlement date for each of the shares subject to the agreement. The value of NLS common stock on the settlement date was determined on the basis of the price paid at which the broker completed the unwind of its hedge position in respect to the transaction. The termination of the equity swap and the reported sale of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereof. All share totals and prices have been adjusted to reflect a 3 for 2 stock split effective August 2001.

2. On May 19, 2006, upon the settlement of an equity swap agreement entered into by and between the reporting person and a securities broker on June 19, 2001, the broker paid to the reporting person $700,435.31, representing the difference between $25.20 and $15.8639421, the value of NLS common stock on the settlement date for each of the shares subject to the agreement. The value of NLS common stock on the settlement date was determined on the basis of the price paid at which the broker completed the unwind of its hedge position in respect to the transaction. The termination of the equity swap and the reported sale of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereof. All share totals and prices have been adjusted to reflect a 3 for 2 stock split effective August 2001.

3. The listed number represents the average sales price. The individual sales prices ranged from $16.17 to $16.39.

4. All indirectly-owned securities are held by Westover Investments, Inc., of which reporting person is the sole shareholder and director.

5. The listed number represents the average sales price. The individual sales prices ranged from $16.03 to $16.48.

6. The listed number represents the average sales price. The individual sales prices ranged from $15.41 to $16.18.

7. On May 19, 2006, upon the settlement of an equity swap agreement entered into by and between Westover Investments, Inc. and a securities broker on June 19, 2001, the broker paid to Westover Investments, Inc. $1,407,592.43, representing the difference between $34.63 and $15.8639421, the value of NLS common stock on the settlement date for each of the shares subject to the agreement. The value of NLS common stock on the settlement date was determined on the basis of the price paid at which the broker completed the unwind of its hedge position in respect to the transaction. The termination of the equity swap and the reported sale of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereof. All share totals and prices have been adjusted to reflect a 3 for 2 stock split effective August 2001.

8. On May 19, 2006, upon the settlement of an equity swap agreement entered into by and between Westover Investments, Inc. and a securities broker on June 19, 2001, the broker paid to Westover Investments, Inc. $700,435.31, representing the difference between $25.20 and $15.8639421, the value of NLS common stock on the settlement date for each of the shares subject to the agreement. The value of NLS common stock on the settlement date was determined on the basis of the price paid at which the broker completed the unwind of its hedge position in respect to the transaction. The termination of the equity swap and the reported sale of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereof. All share totals and prices have been adjusted to reflect a 3 for 2 stock split effective August 2001.

	William D. Meadowcroft, by power of attorney	05/22/2006
	** 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).
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