0000750556-13-000045.txt : 20130219 0000750556-13-000045.hdr.sgml : 20130219 20130214175352 ACCESSION NUMBER: 0000750556-13-000045 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130215 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUTRI SYSTEM INC /DE/ CENTRAL INDEX KEY: 0001096376 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 233012204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58605 FILM NUMBER: 13616536 BUSINESS ADDRESS: STREET 1: FORT WASHINGTON EXECUTIVE CENTER STREET 2: 600 OFFICE CENTER DRIVE CITY: FORT WASHINGTON STATE: PA ZIP: 19034 BUSINESS PHONE: 2157065332 MAIL ADDRESS: STREET 1: FORT WASHINGTON EXECUTIVE CENTER STREET 2: 600 OFFICE CENTER DRIVE CITY: FORT WASHINGTON STATE: PA ZIP: 19034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUNTRUST BANKS INC CENTRAL INDEX KEY: 0000750556 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 581575035 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 303 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4045887711 MAIL ADDRESS: STREET 1: 303 PEACHTREE ST N E CITY: ATLANTA STATE: GA ZIP: 30308 SC 13G 1 r13NutriSystem_1212.txt STI 13G NUTRISYSTEM 12/31/2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nutri System Inc. Common 67069D108 December 31, 2012 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1 (b) [ ] Rule 13d-1 (c) [ ] Rule 13d-1 (d) *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 in 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). CUSIP No. 67069D108 1. Names of Reporting Persons. SunTrust Banks, Inc. as Parent Holding Company for RidgeWorth Capital Management, Inc. (parent company of Ceredex Value Advisors LLC and Certium Asset Management LLC) and for SunTrust Bank Holding Company as Parent Company for SunTrust Bank in various fiduciary capacities. I.R.S. Identification Nos. of above persons 58-1575035 2. Check the Appropriate Box if a Member of a Group (a) __________ (b) __________ 3. SEC Use Only 4. Citizenship or Place of Organization Georgia Number of 5. Sole Voting Power 1,544,560. Shares Beneficially 6. Shared Voting Power 0. Owned by Each 7. Sole Dispositive Power 1,544,560. Reporting Person With 8. Shared Dispositive Power 0. 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,544,560. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* 11. Percent of Class Represented by Amount in Row (9) 5.4% 12. Type of Reporting Person* HC / IA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Item 1. (a) Name of Issuer: Nutri System Inc. (b) Address of Issuer's Principal Executive Offices: Fort Washington Executive Center 600 Office Center Drive Fort Washington, PA 19034 Item 2. (a) Name of Person Filing: SunTrust Banks, Inc. as Parent Holding Company for RidgeWorth Capital Manage- ment, Inc. and for SunTrust Bank Holding Company as Parent Company for SunTrust Bank in various fiduciary capacities. RidgeWorth Capital Management, Inc. is parent company of Ceredex Value Advisors LLC and Certium Asset Management LLC. (b) Address of Principal Business Office or, if none, Residence: 303 Peachtree St, N.E. Atlanta, GA 30308 (c) Citizenship: RidgeWorth Capital Management, Inc. is a Georgia corporation; Ceredex Value Advisors LLC and Certium Asset Management LLC are Delaware limited liability corporations. SunTrust Banks, Inc. is a Georgia Corporation; SunTrust Bank Holding Company is a Florida corporation; SunTrust Bank is a Georgia banking association. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 67069D108 Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [x] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [X] An investment adviser in accordance with SS240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with SS240.13d- 1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with SS240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with SS240.13d-1(b)(1)(ii)(J). Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,544,560. (b) Percent of class: 5.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 1,544,560. (ii) Shared power to vote or to direct the vote 0. (iii) Sole power to dispose or to direct the disposition of 1,544,560. (iv) Shared power to dispose or to direct the disposition of 0. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following []. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company See Item 2. Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE 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. February 14, 2013 Date /s/ Victor A. Smith Signature Victor A. Smith / Senior Vice President Name / Title