8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: June 9, 2021

(Date of earliest event reported)

 _________________________________________ 

NAUTILUS, INC.

(Exact name of registrant as specified in its charter)

  __________________________________________

Washington	001-31321	94-3002667
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

17750 S.E. 6th Way

Vancouver, Washington 98683

(Address of principal executive offices, including zip code)

(360) 859-2900

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	NLS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

NAUTILUS, INC.

FORM 8-K

Item 8.01 Other Events.

On June 9, 2021, James “Jim” Barr, IV, Chief Executive Officer of Nautilus, Inc. (the “Company”), adopted a pre-arranged stock trading plan (the “10b5-1 Plan”) designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, which permits persons to enter into a pre-arranged plan for buying or selling Company stock at a time when such person is not in possession of material, nonpublic information about the Company. Mr. Barr entered into the 10b5-1 Plan during the Company’s open trading window period and in compliance with the Company’s insider trading policy providing for the exercise and sale of his vested Company stock options. Shares may be sold under the 10b5-1 Plan on the open market at prevailing market prices from time to time.

Mr. Barr entered into the 10b5-1 Plan as a part of his personal long-term financial and tax planning strategies. Mr. Barr will remain a significant holder of Company shares, and his compensation will continue to be heavily performance-based.

Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 pre-planned stock trading plans of Company officers or directors, nor to report modifications or terminations of the aforementioned 10b5-1 Plans or the plans of any other individual. The transactions under the 10b5-1 Plan will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission to the extent applicable.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

	NAUTILUS, INC.
	(Registrant)
June 21, 2021	By:	/s/ Aina E. Konold
Date		Aina E. Konold
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Cover Page	Jun. 16, 2021	Jun. 09, 2021
Cover [Abstract]
Document Type		8-K
Entity Registrant Name		NAUTILUS, INC.
Entity Incorporation, State or Country Code		WA
Entity File Number		001-31321
Entity Tax Identification Number		94-3002667
Entity Address, Address Line One		17750 S.E. 6th Way
Entity Address, City or Town		Vancouver
Entity Address, State or Province		WA
Entity Address, Postal Zip Code		98683
City Area Code		(360)
Local Phone Number		859-2900
Written Communications		false
Soliciting Material		false
Pre-commencement Tender Offer		false
Pre-commencement Issuer Tender Offer		false
Title of 12(b) Security		Common Stock, no par value
Trading Symbol		NLS
Security Exchange Name		NYSE
Entity Emerging Growth Company	false
Entity Central Index Key		0001078207
Amendment Flag		false