X0306 4 2017-02-15 0 0001096376 NUTRI SYSTEM INC /DE/ NTRI 0001562083 ZIER DAWN M. 600 OFFICE CENTER DRIVE FORT WASHINGTON PA 19034 1 1 0 0 President and CEO Common stock 2017-02-15 4 M 0 21806 18.98 A 272820 D Common stock 2017-02-15 4 S 0 21806 35.4679 D 251014 D Common stock 2017-02-15 4 M 0 7370 20.94 A 258384 D Common stock 2017-02-15 4 S 0 7370 35.462 D 251014 D Common stock 2017-02-15 4 M 0 824 21.64 A 251838 D Common stock 2017-02-15 4 S 0 824 34.9845 D 251014 D Common stock 2017-02-15 4 A 0 25993 35.75 A 277007 D Common stock 2017-02-15 4 F 0 11980 35.75 D 265027 D Common stock options, .001 (right to buy) 18.98 2017-02-15 4 M 0 21806 0.00 D 2016-01-02 2022-01-02 Common Shares 21806 212091 D Common stock options, .001 (right to buy) 20.94 2017-02-15 4 M 0 7370 0.00 D 2017-01-04 2023-01-04 Common Shares 7370 204721 D Common stock options, .001 (right to buy) 21.64 2017-02-15 4 M 0 824 0.00 D 2016-12-31 2022-12-31 Common Shares 824 203897 D Sale pursuant to a 10(b)5-1 plan. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.60 to $35.80, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.60 to $35.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.40 to $35.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares were granted upon the achievement of certain specified performance goals. Withholding of common stock to cover tax liability. /s/ Michael P. Monahan 2017-02-17