X0206 3 2016-05-11 0 0000918541 NN INC NNBR 0001674150 Atkinson James Robert 207 MOCKINGBIRD LANE JOHNSON CITY TN 37604 0 1 0 0 See Remarks Common Stock 4610 D Performance Rights Common Stock 675 D Performance Rights Common Stock 2935 D Shares are restricted stock which vest in three equal annual installments beginning on the first anniversary of the grant date. Of the shares reported in Column 2: (i) 1,000 shares were granted on March 19, 2015; (ii) 675 shares were granted on April 30, 2015; and (iii) 2,935 shares were granted on March 16, 2016. The vesting of the performance rights is based on the relative total shareholder return ("TSR") of NN, Inc. (the "Issuer"), as compared to the TSR of the S&P SmallCap 600 Index over the period beginning on February 1, 2015 and ending December 31, 2017. The performance rights will vest on December 31, 2017, subject to the reporting person's continuous employment through December 31, 2017, and subject to certain conditions as set forth in the Issuer's 2011 Stock Incentive Plan. Performance rights granted represent the right to receive the target shares, and actual performance rights earned may be between 50% and 150% of the target shares. Performance rights that do not vest on December 31, 2017 expire automatically. Each performance right represents a contingent right to receive one share of common stock of the Issuer. The vesting of the performance rights is based on the relative TSR of the Issuer, as compared to the TSR of the S&P SmallCap 600 Index over the period beginning on January 1, 2016 and ending December 31, 2018. The performance rights will vest on December 31, 2018, subject to the reporting person's continuous employment through December 31, 2018, and subject to certain conditions as set forth in the Issuer's 2011 Stock Incentive Plan. Performance rights granted represent the right to receive the target shares, and actual performance rights earned may be between 50% and 150% of the target shares. Performance rights that do not vest on December 31, 2018 expire automatically. Vice President - Corporate Treasurer and Investor Relations Power of Attorney is attached to this Form 3 as Exhibit 24. /s/ J. Robert Atkinson 2016-05-13