Legion Partners, L.P. II 4

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.