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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Unit Award | $ 0 (1) | 03/15/2013 | M | 26,667 | (1) | (1) | Common Stock | 26,667 | $ 0 | 13,333 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McMahon William B NAUTILUS, INC. 17750 SE 6TH WAY VANCOUVER, WA 98683 |
Chief Operating Officer |
/s/ Wayne M. Bolio, Attorney-in-fact for William B. McMahon | 03/19/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents the settlement upon partial vesting of a performance unit award granted on April 2, 2010. The award entitles the reporting owner to receive up to 40,000 shares of issuer common stock upon achievement of a stock price performance condition, subject also to employment-based vesting of the award in three equal annual installments on the anniversary of the grant date. The stock price performance condition was achieved on March 15, 2013 when the closing price of the issuer's common stock reported on the New York Stock Exchange exceeded $5.98 per share on 20 trading days of the 30 consecutive trading day period ending on March 15, 2013. The acquired shares represent settlement of the time-vested portion of the award on the date the stock price performance condition was achieved. The remaining shares subject to the award will vest, subject to satisfaction of the employment conditions, on April 2, 2013. |
(2) | Represents shares withheld to satisfy the tax liability incident to the vesting of a security issued in accordance with Rule 16b-3. |