0000902664-14-001173.txt : 20140218 0000902664-14-001173.hdr.sgml : 20140217 20140214194143 ACCESSION NUMBER: 0000902664-14-001173 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140218 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: CLINTON GROUP, INC. GROUP MEMBERS: CLINTON MAGNOLIA MASTER FUND, LTD. GROUP MEMBERS: CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P. GROUP MEMBERS: CLINTON RELATIONAL OPPORTUNITY, LLC GROUP MEMBERS: CLINTON SPOTLIGHT MASTER FUND, L.P. GROUP MEMBERS: GEORGE E. HALL 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58605 FILM NUMBER: 14619831 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: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVE. STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128250400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVE. STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p14-0686sc13da.htm NUTRISYSTEM, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

NutriSystem, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

67069D108

(CUSIP Number)
 
 

Marc Weingarten and David E. Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

 

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

February 13, 2014

(Date of Event Which Requires Filing of This Statement)
 

 

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

 

(Page 1 of 13 Pages)

______________________________

* 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 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).

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 2 of 13 Pages

 

1

NAME OF REPORTING PERSON

Clinton Spotlight Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

514,417 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

514,417 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

514,417 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.8%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 3 of 13 Pages

 

1

NAME OF REPORTING PERSON

Clinton Magnolia Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

583,212 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

583,212 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

583,212 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 4 of 13 Pages

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

561,213 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

561,213 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

561,213 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.0%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 5 of 13 Pages

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

561,213 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

561,213 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

561,213 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.0%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 6 of 13 Pages

 

1

NAME OF REPORTING PERSON

Clinton Group, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,838,136 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,838,136 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,838,136 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 7 of 13 Pages

 

1

NAME OF REPORTING PERSON

George E. Hall

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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

1,838,136 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,838,136 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,838,136 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 8 of 13 Pages

 

This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 30, 2013 (the "Original Schedule 13D"), Amendment No. 1 filed with the SEC on November 6, 2013 ("Amendment No. 1" and together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D") with respect to the common stock, par value $0.001 per share (the "Common Stock"), of NutriSystem, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 3, 5 and 6 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
 

The Reporting Persons used approximately $29,630,000 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.

 

The source of the funds used to acquire the Common Stock reported herein is the working capital of SPOT, CMAG and CREL for the shares of Common Stock held by each of them, and margin borrowings described in the following sentence. Such shares of Common Stock are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
 

 

(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 1,838,136 shares of Common Stock, constituting approximately 6.4% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 28,724,054 shares of Common Stock outstanding as of October 30, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed with the Securities and Exchange Commission on November 11, 2013.

 

  (i) SPOT:
    (a) As of the date hereof, SPOT may be deemed the beneficial owner of 514,417 shares of Common Stock.
      Percentage: Approximately 1.8% as of the date hereof.
    (b) 1.  Sole power to vote or direct vote: 0
      2.  Shared power to vote or direct vote: 514,417 shares of Common Stock.
      3.  Sole power to dispose or direct the disposition: 0
      4.  Shared power to dispose or direct the disposition: 514,417 shares of Common Stock.
       
 
CUSIP No. 67069D108SCHEDULE 13D/APage 9 of 13 Pages

 

  (ii) CMAG:
    (a) As of the date hereof, CMAG may be deemed the beneficial owner of 583,212 shares of Common Stock.
      Percentage: Approximately 2.0% as of the date hereof.
    (b): 1.  Sole power to vote or direct vote: 0
      2.  Shared power to vote or direct vote: 583,212 shares of Common Stock.
      3.  Sole power to dispose or direct the disposition: 0
      4.  Shared power to dispose or direct the disposition: 583,212 shares of Common Stock.

 

  (iii) CREL:
    (a) As of the date hereof, CREL may be deemed the beneficial owner of 561,213 shares of Common Stock.
      Percentage: Approximately 2.0% as of the date hereof.
    (b) 1.  Sole power to vote or direct vote: 0
      2.  Shared power to vote or direct vote: 561,213 shares of Common Stock.
      3.  Sole power to dispose or direct the disposition: 0
      4.  Shared power to dispose or direct the disposition 561,213 shares of Common Stock.

 

  (iv) CRO:
    (a) As of the date hereof, CRO may be deemed the beneficial owner of 561,213 shares of Common Stock.
      Percentage: Approximately 2.0% as of the date hereof.
    (b) 1.  Sole power to vote or direct vote: 0
      2.  Shared power to vote or direct vote: 561,213 shares of Common Stock.
      3.  Sole power to dispose or direct the disposition: 0
      4.  Shared power to dispose or direct the disposition 561,213 shares of Common Stock.

 

  (v) CGI:
    (a) As of the date hereof, CGI may be deemed the beneficial owner of 1,838,136 shares of Common Stock.
      Percentage: Approximately 6.4% as of the date hereof.
    (b) 1.  Sole power to vote or direct vote: 0
      2.  Shared power to vote or direct vote: 1,838,136 shares of Common Stock.
      3.  Sole power to dispose or direct the disposition: 0
      4.  Shared power to dispose or direct the disposition: 1,838,136 shares of Common Stock.

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 10 of 13 Pages

 

  (vi) Mr. Hall:
    (a) As of the date hereof, Mr. Hall may be deemed the beneficial owner of 1,838,136 shares of Common Stock.
      Percentage: Approximately 6.4% as of the date hereof.
    (b) 1.  Sole power to vote or direct vote: 0
      2.  Shared power to vote or direct vote: 1,838,136 shares of Common Stock.
      3.  Sole power to dispose or direct the disposition: 0
      4.  Shared power to dispose or direct the disposition: 1,838,136 shares of Common Stock.

 

  (b) By virtue of investment management agreements with SPOT and CMAG, its ownership of CRO and a sub-advisory agreement governing a portion of a mutual fund portfolio ("CASF") that beneficially owns 179,294 shares of Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,838,136 shares of Common Stock beneficially owned by SPOT, CMAG, CREL and CASF.  By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which CGI has voting power or dispositive power.
   
  (c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference.  Unless otherwise indicated, all of such transactions were effected in the open market.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
  Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
 

Clinton is currently party to option contracts on 664,500 shares of Common Stock with strike prices ranging from $14.00 to $16.00 and expiration dates ranging from February 22, 2014 to March 22, 2014.

 

Other than the options described in this Item 6 or as otherwise disclosed in the Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

 

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 11 of 13 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 14, 2014

 

 

CLINTON SPOTLIGHT MASTER FUND, L.P.

 

  By: Clinton Group, Inc., its investment manager
   
  /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer

 

 

 

CLINTON MAGNOLIA MASTER FUND, LTD.

 

By: Clinton Group, Inc., its investment manager

 

  /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer

 

 

 

CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.

 

By: Clinton Relational Opportunity, LLC, its investment manager

 

  /s/ John Hall
  Name: John Hall
  Title: Authorized Signatory

 

 

 

CLINTON RELATIONAL OPPORTUNITY, LLC

 

 

  /s/ John Hall
  Name: John Hall
  Title: Authorized Signatory

 

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 12 of 13 Pages

 

 

CLINTON GROUP, INC

 

 

  /s/ Francis Ruchalski
  Name: Francis Ruchalski
  Title: Chief Financial Officer

 

 

 

  /s/ George E. Hall
  George E. Hall

 

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 13 of 13 Pages

 

Appendix B

 

 

TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK

BY THE REPORTING PERSONS

 

The following table sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through a broker.

SPOT

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
12/18/2013 2,500 16.9545
12/18/2013 2,500 16.97
12/18/2013 5,000 17.0778
12/20/2013 (600) 16
12/27/2013 7,500 16.6928
12/27/2013 2,550 16.7058
1/8/2014 (100,000) 16.19
1/21/2014 (310,000) 16.05

 

CMAG

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
12/20/2013 10,100 17.1428
1/8/2014 100,000 16.19
1/21/2014 310,000 16.05
2/11/2014 20,000 14.78
2/11/2014 22,000 14.7085
2/13/2014 77,000 15.194
2/13/2014 1,112 15.0176
2/14/2014 30,800 15.1389
2/14/2014 12,200 15.0413

 

CREL

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
12/18/2013 2,500 16.9545
12/18/2013 2,500 16.97
12/18/2013 5,000 17.0778
12/27/2013 7,500 16.6928
12/27/2013 2,550 16.7058

 

CASF

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
12/20/2013 (100) 16