Legion Partners, L.P. II 4
4 · NN INC · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
NN Inc (NNBR) Director Raymond T. White Sells ~167K Shares
What Happened
- Raymond T. White, a director of NN Inc (NNBR) and managing director of Legion Partners Asset Management, reported sales on 2026-05-12 totaling approximately 166,955 economic shares. The filing shows an open-market cash sale of 18,782 shares at a weighted-average price of $2.41 for proceeds of $45,298, plus two derivative-related dispositions representing 134,423 and 13,750 notional shares (cash-settled swap positions) reported with no per-share price or proceeds (N/A).
Key Details
- Transaction dates: all reported on 2026-05-12; Form 4 filed 2026-05-14 (appears timely).
- Cash sale: 18,782 shares sold at a weighted average price of $2.41 (sales executed in multiple trades at $2.40–$2.55 per share; total reported proceeds $45,298).
- Derivative sales: 134,423 and 13,750 notional shares reported as disposed via swap agreements (no share price/proceeds reported).
- Shares owned after transaction: not specified in the provided summary; reported holdings are held by Legion Partners funds and affiliates (see footnotes).
- Notable footnotes:
- Joint filing by Legion Partners entities and two individuals; each disclaims beneficial ownership except to the extent of pecuniary interest (F1, F3–F8).
- The large notional amounts reflect cash-settled total return swap agreements that provide economic exposure but do not convey voting rights or the right to convert into company stock (F10, F9).
- Filing timeliness: Period of report is 2026-05-12 and Form 4 filed 2026-05-14 — within the typical two-business-day reporting window.
Context
- The reported derivative transactions are swap-related economic exposures (common for hedge/fund managers) rather than direct transfers of registered shares. Such swaps mimic economic gains/losses but do not transfer voting power or direct ownership.
- Because the reporting is done by Legion Partners entities (institutional investment manager) and Mr. White acts as a representative, these transactions reflect actions of affiliated funds/positions more than a personal retail trade.
- Sales do not necessarily signal company-specific negative information; purchases generally carry more weight for inferring insider confidence, while derivative repositioning often reflects portfolio or hedging decisions.
Insider Transaction Report
Form 4
NN INCNNBR
White Raymond T.
Director
Transactions
- Sale
Common Stock
[F1][F2][F7]2026-05-12$2.41/sh−18,782$45,298→ 858,283 total(indirect: By: Legion Partners Special Opportunities, L.P. XI) - SaleSwap
Cash-Settled Total Return Swap
[F1][F9][F10][F5]2026-05-12−134,423→ 2,623,434 total(indirect: By: Legion Partners, L.P. I)Exercise: $2.99Exp: 2029-01-30→ Common Stock (134,423 underlying) - SaleSwap
Cash-Settled Total Return Swap
[F1][F9][F10][F6]2026-05-12−13,750→ 233,225 total(indirect: By: Legion Partners, L.P. II)Exercise: $2.93Exp: 2029-01-30→ Common Stock (13,750 underlying)
Holdings
- 3,519,420(indirect: By: Legion Partners, L.P. I)
Common Stock
[F1][F5] - 395,144(indirect: By: Legion Partners, L.P. II)
Common Stock
[F1][F6] - 300(indirect: By LLC)
Common Stock
[F1][F8] - 49,079
Common Stock
[F1][F3][F4]
Footnotes (10)
- [F1]This Form 4 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 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.
- [F10]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 9. 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.
- [F2]The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.4000 to $2.5500, inclusive. The Reporting Persons undertake 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.
- [F3]Mr. White serves on the Board of the Issuer as a representative of Legion Partners Asset Management and its affiliates. Mr. White does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position, except to the extent of his role as a Managing Director of Legion Partners Asset Management. Legion Partners Asset Management is entitled to receive all of the economic interest in securities granted to Mr. White by the Issuer in respect of Mr. White's Board position. Mr. White disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. White had any economic interest in such securities except any indirect economic interest through Legion Partners Asset Management and its affiliates, entities in which Mr. White has a controlling interest and investment control.
- [F4]Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Kiper and White are Managing Directors of Legion Partners Asset Management. As a result of these relationships, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Asset Management.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]Represents the reference price associated with the applicable Swap Agreement (as defined below).