0001140361-14-016167.txt : 20140409 0001140361-14-016167.hdr.sgml : 20140409 20140409122301 ACCESSION NUMBER: 0001140361-14-016167 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140409 DATE AS OF CHANGE: 20140409 GROUP MEMBERS: SANDRA F. PESSIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAUTILUS, INC. CENTRAL INDEX KEY: 0001078207 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 943002667 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57867 FILM NUMBER: 14752982 BUSINESS ADDRESS: STREET 1: 17750 SE 6TH WAY CITY: VANCOUVER STATE: WA ZIP: 98683 BUSINESS PHONE: 360-859-2900 MAIL ADDRESS: STREET 1: 17750 SE 6TH WAY CITY: VANCOUVER STATE: WA ZIP: 98683 FORMER COMPANY: FORMER CONFORMED NAME: NAUTILUS GROUP INC DATE OF NAME CHANGE: 20020523 FORMER COMPANY: FORMER CONFORMED NAME: DIRECT FOCUS INC DATE OF NAME CHANGE: 19990202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PESSIN NORMAN H CENTRAL INDEX KEY: 0000923666 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O LEVY, HARKINS & CO., INC. STREET 2: 366 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 formsc13da.htm NORMAN H. PESSIN SC 13D A NO 2 4-8-2014 (NAUTILUS, INC)
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

Nautilus, Inc.
(Name of Issuer)

Common Stock, No par value
(Title of Class of Securities)

63910B102
Cusip Number

Norman H. Pessin
366 Madison Avenue, 14th Floor
New York, NY  10017
212-661-2670

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 8, 2014
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of the Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
PAGE 2
CUSIP No. 63910B102
Schedule 13D
1
NAME OF REPORTING PERSON
 
 
 
Norman H. Pessin
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)  þ  (b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
PF
 
 
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
7
SOLE VOTING POWER
 
 
 
 
 
1,230,678
BENEFICIALLY
 
 
OWNED BY EACH
8
SHARED VOTING POWER
 
 
 
REPORTING
 
 
 
 
 
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
1,230,678
 
 
 
 
10
SHARED DISPOSITIVE POWER
        
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
1,230,678
 
 
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) 3.9%
 
 
14
TYPE OF REPORTING PERSON*
IN

PAGE 3
CUSIP No. 63910B102
Schedule 13D
1
NAME OF REPORTING PERSON
 
 
 
Sandra F. Pessin
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)  þ  (b) o
 
 
3
SEC USE ONLY
 
   
4
SOURCE OF FUNDS
PF
 
 
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
7
SOLE VOTING POWER
 
 
500,700
 
 
 
BENEFICIALLY
 
  
 
 
 
OWNED BY EACH
8
SHARED VOTING POWER
 
 
 
REPORTING
 
   
 
 
 
PERSON WITH
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
500,700
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
500,700
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
 
  
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
1.6%
 
 
14
TYPE OF REPORTING PERSON*
IN
PAGE 4
CUSIP No.  63910B102
Schedule 13D

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, No par value (the "Common Stock" or the “Shares”), of Nautilus, Inc. (the "Issuer"), whose principal executive offices are located at 16400 South East Nautilus Drive, Vancouver, WA 98683.

Item 2. Identity and Background

This Schedule 13D is being filed by and for Norman H. Pessin and Sandra F. Pessin (each a “Reporting Person”).  Certain information with respect to each Reporting Person is set forth below:
 
Name and Address:
1)
Norman H. Pessin
 
 
366 Madison Avenue, 14th Floor
 
 
New York, NY  10017
 
 
 
 
2)
Sandra F. Pessin
 
 
366 Madison Avenue, 14th Floor
 
 
New York, NY  10017
 
 
 
Principal Occupation:
1)
Investor
 
 
 
 
2)
Housewife
 
 
 
Criminal Convictions:
1)
None
 
 
 
 
2)
None
 
 
 
Civil Proceedings:
1)
None
 
 
 
 
2)
None
 
 
 
Citizenship:
1)
United States
 
 
 
 
2)
United States

Item 3. Source and Amount of Funds or Other Consideration

The aggregate purchase price of the 1,230,678 shares of Common Stock owned by Norman H. Pessin is approximately $2,066,303, including brokerage commissions.  The shares of Common Stock owned by Norman H. Pessin were acquired with personal funds.  The aggregate purchase price of the 500,700 shares of Common Stock owned by Sandra F. Pessin is approximately $2,425,600, including brokerage commissions.  The shares of Common Stock owned by Sandra F. Pessin were acquired with personal funds.

PAGE 5
CUSIP No. 63910B102
Schedule 13D

Item 4. Purpose of Transaction

The Reporting Persons originally purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer

Norman H. Pessin owns 1,230,678 shares of Common Stock of the Issuer, constituting 3.9% of the outstanding shares thereof.  Sandra F. Pessin owns 500,700 shares of Common Stock of the Issuer, constituting 1.6% of the outstanding shares thereof.

Mr. Pessin has sole voting and dispositive power with respect to the shares of Common Stock he owns directly.  Mrs. Pessin has sole voting and dispositive power with respect to the shares of Common Stock she owns directly.

Schedule A attached hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.  All of such transactions were effected in the open market.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

PAGE 6
CUSIP No. 63910B102
Schedule 13D

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7. Material to Be Filed as Exhibits

None.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
 
/s/ Norman H. Pessin
 
 
 
Norman H. Pessin
 
 
 
 
/s/ Sandra F. Pessin
 
 
 
Sandra F. Pessin
 
 
 
 
 
April 8, 2014
 
 
 

Schedule A

Transactions in the Securities of the Issuer During the Past 60 Days

Shares of Common
Stock Sold
Price Per
Share ($)
Date of
Sale
 
 
 
 
Norman H. Pessin
 
 
 
 
30,182
9.54
3/31/14
32,268
9.54
3/31/14
25,000
9.54
3/31/14
12,550
9.54
3/31/14
18,171
9.77
4/1/14
20,429
9.77
4/1/14
1,200
9.61
4/2/14