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3//SEC Filing

Legion Partners, L.P. II 3

Accession 0000921895-25-001133

CIK 0000918541other

View on SEC.gov Company Profile

Filed

Apr 20, 8:00 PM ET

Accepted

Apr 21, 8:02 PM ET

Size

28.3 KB

Accession

0000921895-25-001133

Insider Transaction Report

Form 3

Period: 2025-03-06

NN INCNNBR

Legion Partners, L.P. II

Other

Holdings

Common Stock
(indirect: By: Legion Partners, L.P. II)
395,144
Warrants
(indirect: By: Legion Partners, L.P. I)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (214,095 underlying)
Warrants
(indirect: By: Legion Partners, L.P. II)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (10,905 underlying)
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. II)
Exercise: $2.93Exp: 2029-01-30→ Common Stock (246,975 underlying)
Common Stock
(indirect: By: Legion Partners, L.P. I)
3,519,420
Common Stock
(indirect: By: Legion Partners Special Opportunities, L.P. XI)
877,065
Common Stock
(indirect: By LLC)
300
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. I)
Exercise: $2.99Exp: 2029-01-30→ Common Stock (2,757,857 underlying)

Legion Partners, L.P. I

Other

Holdings

Common Stock
(indirect: By: Legion Partners, L.P. II)
395,144
Common Stock
(indirect: By LLC)
300
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. I)
Exercise: $2.99Exp: 2029-01-30→ Common Stock (2,757,857 underlying)
Common Stock
(indirect: By: Legion Partners, L.P. I)
3,519,420
Common Stock
(indirect: By: Legion Partners Special Opportunities, L.P. XI)
877,065
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. II)
Exercise: $2.93Exp: 2029-01-30→ Common Stock (246,975 underlying)
Warrants
(indirect: By: Legion Partners, L.P. I)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (214,095 underlying)
Warrants
(indirect: By: Legion Partners, L.P. II)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (10,905 underlying)

Legion Partners Special Opportunities, L.P. XI

Other

Holdings

Common Stock
(indirect: By: Legion Partners, L.P. II)
395,144
Common Stock
(indirect: By LLC)
300
Warrants
(indirect: By: Legion Partners, L.P. I)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (214,095 underlying)
Common Stock
(indirect: By: Legion Partners, L.P. I)
3,519,420
Common Stock
(indirect: By: Legion Partners Special Opportunities, L.P. XI)
877,065
Warrants
(indirect: By: Legion Partners, L.P. II)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (10,905 underlying)
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. I)
Exercise: $2.99Exp: 2029-01-30→ Common Stock (2,757,857 underlying)
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. II)
Exercise: $2.93Exp: 2029-01-30→ Common Stock (246,975 underlying)

Legion Partners, LLC

10% Owner

Holdings

Warrants
(indirect: By: Legion Partners, L.P. II)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (10,905 underlying)
Common Stock
(indirect: By: Legion Partners Special Opportunities, L.P. XI)
877,065
Common Stock
(indirect: By LLC)
300
Common Stock
(indirect: By: Legion Partners, L.P. II)
395,144
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. I)
Exercise: $2.99Exp: 2029-01-30→ Common Stock (2,757,857 underlying)
Warrants
(indirect: By: Legion Partners, L.P. I)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (214,095 underlying)
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. II)
Exercise: $2.93Exp: 2029-01-30→ Common Stock (246,975 underlying)
Common Stock
(indirect: By: Legion Partners, L.P. I)
3,519,420

Legion Partners Asset Management, LLC

10% Owner

Holdings

Common Stock
(indirect: By: Legion Partners Special Opportunities, L.P. XI)
877,065
Common Stock
(indirect: By: Legion Partners, L.P. II)
395,144
Warrants
(indirect: By: Legion Partners, L.P. I)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (214,095 underlying)
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. II)
Exercise: $2.93Exp: 2029-01-30→ Common Stock (246,975 underlying)
Common Stock
(indirect: By: Legion Partners, L.P. I)
3,519,420
Common Stock
(indirect: By LLC)
300
Warrants
(indirect: By: Legion Partners, L.P. II)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (10,905 underlying)
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. I)
Exercise: $2.99Exp: 2029-01-30→ Common Stock (2,757,857 underlying)

Kiper Christopher S

10% Owner

Holdings

Common Stock
(indirect: By: Legion Partners, L.P. I)
3,519,420
Common Stock
(indirect: By LLC)
300
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. I)
Exercise: $2.99Exp: 2029-01-30→ Common Stock (2,757,857 underlying)
Warrants
(indirect: By: Legion Partners, L.P. I)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (214,095 underlying)
Warrants
(indirect: By: Legion Partners, L.P. II)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (10,905 underlying)
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. II)
Exercise: $2.93Exp: 2029-01-30→ Common Stock (246,975 underlying)
Common Stock
(indirect: By: Legion Partners Special Opportunities, L.P. XI)
877,065
Common Stock
(indirect: By: Legion Partners, L.P. II)
395,144

Legion Partners Holdings, LLC

10% Owner

Holdings

Common Stock
(indirect: By: Legion Partners Special Opportunities, L.P. XI)
877,065
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. I)
Exercise: $2.99Exp: 2029-01-30→ Common Stock (2,757,857 underlying)
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. II)
Exercise: $2.93Exp: 2029-01-30→ Common Stock (246,975 underlying)
Common Stock
(indirect: By: Legion Partners, L.P. II)
395,144
Warrants
(indirect: By: Legion Partners, L.P. I)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (214,095 underlying)
Common Stock
(indirect: By: Legion Partners, L.P. I)
3,519,420
Common Stock
(indirect: By LLC)
300
Warrants
(indirect: By: Legion Partners, L.P. II)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (10,905 underlying)

White Raymond T.

10% Owner

Holdings

Common Stock
(indirect: By: Legion Partners, L.P. II)
395,144
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. II)
Exercise: $2.93Exp: 2029-01-30→ Common Stock (246,975 underlying)
Common Stock
(indirect: By LLC)
300
Common Stock
(indirect: By: Legion Partners, L.P. I)
3,519,420
Warrants
(indirect: By: Legion Partners, L.P. I)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (214,095 underlying)
Warrants
(indirect: By: Legion Partners, L.P. II)
Exercise: $11.03From: 2020-05-20Exp: 2026-12-11→ Common Stock (10,905 underlying)
Common Stock
(indirect: By: Legion Partners Special Opportunities, L.P. XI)
877,065
Cash-Settled Total Return Swap
(indirect: By: Legion Partners, L.P. I)
Exercise: $2.99Exp: 2029-01-30→ Common Stock (2,757,857 underlying)

Footnotes (7)

[F1]This Form 3 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. XI ("Legion Partners Special Opportunities"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Christopher S. Kiper and Raymond T. White (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
[F2]Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners I.
[F3]Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners II.
[F4]Securities owned directly by Legion Partners Special Opportunities. General Partner is the general partner of Legion Partners Special Opportunities, Legion Partners Asset Management is the investment advisor of Legion Partners Special Opportunities, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Special Opportunities.
[F5]Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Holdings.
[F6]Represent certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide economic exposure to the number of notional shares set forth in Column 3. The Swap Agreements provide the holder thereof with economic results that are comparable to the economic results of ownership but do not provide the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap Agreements (the "Subject Shares"). The Reporting Persons do not have the right or ability to convert the Subject Shares into shares of common stock at any time. Each Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein.
[F7]Represents the reference price associated with the applicable Swap Agreement.

Documents

1 file

3
form309050027_04212025.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

NN INC

CIK 0000918541

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001618783

Filing Metadata

Form type: 3
Filed: Apr 20, 8:00 PM ET
Accepted: Apr 21, 8:02 PM ET
Size: 28.3 KB

View on SEC.gov