nautilius13da-090407.htm
As filed with the Securities and Exchange Commission on September 4, 2007

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)


Nautilus, Inc.
(Name of Issuer)

Common Stock, No Par Value
(Title of Class of Securities)


63910B102
(CUSIP Number)

Michael L. Zuppone, Esq.
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, New York 10022
(212) 318-6906
 (Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)


                                      August 31, 2007                                    
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ]
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP No. 63910B102
  
Page 2 of 14 Pages
 
1

  NAME OF REPORTING PERSON
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Sherborne Investors LP
2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)o

(b)o
3

  SEC USE ONLY
 

 
4

  SOURCE OF FUNDS

OO
5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o
6

  CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  7
   SOLE VOTING POWER
    0
 
8

  SHARED VOTING POWER

    7,005,455

  
9

  SOLE DISPOSITIVE POWER

    0
  
10

  SHARED DISPOSITIVE POWER

    7,005,455

  
11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,005,455
12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 

o
13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.2%
14

  TYPE OF REPORTING PERSON

PN
 
CUSIP No. 63910B102
  
Page 3 of 14 Pages
 
1

  NAME OF REPORTING PERSON
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Sherborne Investors GP, LLC
2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)o

(b)o
3

  SEC USE ONLY

 
 
4

  SOURCE OF FUNDS

OO
5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o
6

  CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  7
   SOLE VOTING POWER
    0
 
8

  SHARED VOTING POWER

   7,005,455

  
9

  SOLE DISPOSITIVE POWER

    0

  
10

  SHARED DISPOSITIVE POWER
 
    7,005,455

  
11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,005,455
12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o
13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.2%
14

  TYPE OF REPORTING PERSON

OO
 
CUSIP No. 63910B102
  
Page 4 of 14 Pages
 
1

  NAME OF REPORTING PERSON
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Sherborne Investors Management LP
2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)o

(b)o
3

  SEC USE ONLY
 

 
4

  SOURCE OF FUNDS

OO
5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)


 

o
6

  CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  7
   SOLE VOTING POWER
    0
 
8

  SHARED VOTING POWER

    7,005,455

  
9

  SOLE DISPOSITIVE POWER

    0

  
10

  SHARED DISPOSITIVE POWER

    7,005,455

  
11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,005,455
12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o
13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.2%
14

  TYPE OF REPORTING PERSON

PN
CUSIP No. 63910B102
  
Page 5 of 14 Pages
 
1

  NAME OF REPORTING PERSON
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       
        Sherborne Investors Management GP, LLC
2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)o

(b)o
3

  SEC USE ONLY

 
 
4

  SOURCE OF FUNDS

OO
5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)


 

o
6

  CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  7
   SOLE VOTING POWER
    0
 
8

  SHARED VOTING POWER

    7,005,455

  
9

  SOLE DISPOSITIVE POWER

    0

  
10

  SHARED DISPOSITIVE POWER

    7,005,455


  
11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,005,455
12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o
13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.2%
14

  TYPE OF REPORTING PERSON

OO
 
CUSIP No. 63910B102
  
Page 6 of 14 Pages
 
1

  NAME OF REPORTING PERSON
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       
        Sherborne Strategic Fund A, LLC
2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)o

(b)o
3

  SEC USE ONLY

 
 
4

  SOURCE OF FUNDS

OO
5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)


 

o
6

  CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  7
   SOLE VOTING POWER
    598,756.239
 
8

  SHARED VOTING POWER

    0

  
9

  SOLE DISPOSITIVE POWER

    598,756.239

  
10

  SHARED DISPOSITIVE POWER

    0

  
11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

598,756.239
12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o
13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.9%
14

  TYPE OF REPORTING PERSON

OO
 
CUSIP No. 63910B102
  
Page 7 of 14 Pages
 
1

  NAME OF REPORTING PERSON
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                
        Sherborne Strategic Fund B, LLC
2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)o

(b)o
3

  SEC USE ONLY

 
 
4

  SOURCE OF FUNDS

OO
5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)


 

o
6

  CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  7
   SOLE VOTING POWER
    898,134.358
 
8

  SHARED VOTING POWER

    0

  
9

  SOLE DISPOSITIVE POWER

    898,134.358

  
10

  SHARED DISPOSITIVE POWER

    0

  
11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

898,134.358
12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o
13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.8%
14

  TYPE OF REPORTING PERSON

OO
CUSIP No. 63910B102
  
Page 8 of 14 Pages
 
1

  NAME OF REPORTING PERSON
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                        
Nottingham Investors LLC
2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)o

(b)o
3

  SEC USE ONLY

 
 
4

  SOURCE OF FUNDS

OO
5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)


 

o
6

  CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  7
   SOLE VOTING POWER
    5,508,564.399
 
8

  SHARED VOTING POWER

    0
  
9

  SOLE DISPOSITIVE POWER

    5,508,564.399
  
10

  SHARED DISPOSITIVE POWER
    0
  
11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,508,564.399
12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 

o
13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.5%
14

  TYPE OF REPORTING PERSON

OO
 
CUSIP No. 63910B102
  
Page 9 of 14 Pages
 
1

  NAME OF REPORTING PERSON
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                        
Edward J. Bramson
2

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 

(a)o

(b)o
3

  SEC USE ONLY

 
 
4

  SOURCE OF FUNDS

OO
5

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)


 

o
6

  CITIZENSHIP OR PLACE OF ORGANIZATION

       United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  7
   SOLE VOTING POWER
     7,005,455
 
8

  SHARED VOTING POWER
 
    0

  
9

  SOLE DISPOSITIVE POWER

     7,005,455

  
10

  SHARED DISPOSITIVE POWER

    0

  
11

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,005,455
12

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o
13

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.2%
14

  TYPE OF REPORTING PERSON

IN

CUSIP No. 63910B102
  
Page 10 of 14 Pages
 
Explanatory Note:  This Amendment No. 3 (this “Amendment”) to Schedule 13D is filed by the Reporting Persons (as defined below in this Explanatory Note) pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This Amendment amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 25, 2007 (the “Initial 13D”) as amended and supplemented by Amendment 1 to the Initial 13D filed with the Commission on July 31, 2007 and Amendment 2 to the Initial 13D filed with the Commission on August 24, 2007 and relates to the common stock, no par value (“Shares”) of Nautilus, Inc., a Washington corporation (the “Issuer”).
 
The Reporting Persons are:
 
(i)  
Sherborne Investors LP, a Delaware limited partnership and managing member of each of the Funds (as defined below) (“Managing Member”);
 
(ii)  
Sherborne Investors GP, LLC, a Delaware limited liability company and general partner of the Managing Member (“Sherborne Investors GP”);
 
(iii)  
Sherborne Investors Management LP, a Delaware limited partnership and investment manager to the Funds (“Sherborne Management”);
 
(iv)  
Sherborne Investors Management GP, LLC, a Delaware limited liability company and general partner of Sherborne Management (“Sherborne Management GP”);
 
(v)  
Sherborne Strategic Fund A, LLC, a Delaware limited liability company (“Strategic Fund A”);
 
(vi)  
Sherborne Strategic Fund B, LLC, a Delaware limited liability company (“Strategic Fund B”);
 
(vii)  
Nottingham Investors LLC, a Delaware limited liability company (“Nottingham” and, together with Strategic Fund A and Strategic Fund B, the “Funds”); and
 
(viii)  
Edward J. Bramson (“Bramson”), a citizen of the United Kingdom and the managing member of Sherborne Investors GP and Sherborne Management GP.
 
The Covered Persons, for whom information is required to be provided pursuant to Instruction C to Schedule 13D, are Bramson, Mr. Craig L. McKibben and Mr. Gerard L. Eastman (collectively, the “Covered Persons”).  Messrs. McKibben and Eastman are managing directors of Sherborne Investors GP and Sherborne Management GP.
 

Item 3.      Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated in its entirety as follows:
 
The aggregate purchase price of the 7,005,455 Shares owned by the Funds is $71,183,523.52, including brokerage commissions.   The Shares owned by the Funds were acquired with such
CUSIP No. 63910B102
  
Page 11 of 14 Pages
 
Funds’ available funds.
 
Item 5.      Interest in Securities of the Issuer.

Items 5 (a) and (b) have been amended and restated in their entirety as follows:

The following describes the direct and indirect interests of the Reporting Persons in the Shares:

·  
Strategic Fund A is the direct beneficial owner of and has the sole power to vote and dispose of 598,756.239 Shares; (1)
·  
Strategic Fund B is the direct beneficial owner of and has the sole power to vote and dispose of 898,134.358 Shares; (1)
·  
Nottingham is the direct beneficial owner of and has the sole power to vote and dispose of 5,508,564.399 Shares; (1)
·  
The Managing Member, as the managing member of the Funds, is the indirect beneficial owner of and has shared indirect power to vote or dispose of 7,005,455 Shares;
·  
Sherborne Investors GP, as the general partner of the Managing Member, is the indirect beneficial owner of and has the shared indirect power to vote or dispose of 7,005,455 Shares;
·  
Sherborne Management, as the investment manager to the Funds, is the indirect beneficial owner of and has the shared indirect power to vote or dispose of 7,005,455 Shares;
·  
Sherborne Management GP, as the general partner of Sherborne Management, is the indirect beneficial owner of and has the shared indirect power to vote or dispose of 7,005,455 Shares; and
·  
Edward Bramson, as the managing member of each of Sherborne Investors GP and Sherborne Management GP, is the indirect beneficial owner of and has the sole indirect power to vote or dispose of 7,005,455 Shares.
_____________________
 
(1) The Shares beneficially owned by the Funds add up to slightly less than 7,005,455 due to rounding.

The information set forth in Rows 7 through 13 of the cover page hereto for each of the Reporting Persons is incorporated herein by reference.  The percentage amount set forth in Row
13 for all cover pages filed herewith is calculated based upon the 31,545,136 Shares issued and outstanding as reported by the Issuer in its Form 10-Q for the Quarterly Period ended June 30, 2007.

The Covered Persons do not beneficially own any Shares.

Item 5 (c) has been amended as follows:

(c)           Since the filing of Amendment No. 2 to the Initial 13D on August 24, 2007, the Reporting Persons purchased Shares in the open market as follows:
 
CUSIP No. 63910B102
  
Page 12 of 14 Pages
 
Sherborne Strategic Fund A, LLC

Trade
Date
  
# of
Shares
  
Average
Price/Share
08/28/2007
  
13,940        
  
$8.67
08/29/2007
  
3,171        
  
$8.81
08/30/2007
  
7,733        
  
$9.21
08/31/2007
  
7,718        
  
$9.54

Sherborne Strategic Fund B, LLC

Trade
Date
  
# of
Shares
  
Average
Price/Share
08/28/2007
  
20,910        
  
$8.67
08/29/2007
  
4,756        
  
$8.81
08/30/2007
  
11,599        
  
$9.21
08/31/2007
  
11,577        
  
$9.54

Nottingham Investors LLC

Trade
Date
  
# of
Shares
  
Average
Price/Share
08/28/2007
  
128,250        
  
$8.67
08/29/2007
  
29,173        
  
$8.81
08/30/2007
  
71,144        
  
$9.21
08/31/2007
  
71,005        
  
$9.54

The Covered Persons have not purchased any Shares since the filing of the Initial 13D through the date of this report.
 
 
 
 
 
 
CUSIP No. 63910B102
  
Page 13 of 14 Pages
 
SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  September 4, 2007
 
  SHERBORNE INVESTORS LP  
     
 
By:   SHERBORNE INVESTORS GP, LLC, its general partner
    
 
  By:  /s/ Craig L. McKibben                                                                                                                   
    Name:  Craig L. McKibben
    Title:    Managing Director
 
  SHERBORNE INVESTORS GP, LLC  
 
  By:  /s/ Craig L. McKibben                                                                                                                            
    Name:  Craig L. McKibben
    Title:    Managing Director
 
  SHERBORNE INVESTORS MANAGEMENT LP  
     
 
By:   SHERBORNE INVESTORS MANAGEMENT GP, LLC, its general partner
    
 
  By:  /s/ Craig L. McKibben                                                                                                              
    Name:  Craig L. McKibben
    Title:    Managing Director
 
  SHERBORNE INVESTORS MANAGEMENT GP, LLC  
 
  By:  /s/ Craig L. McKibben                                                                                                                 
    Name:  Craig L. McKibben
    Title:    Managing Director
CUSIP No. 63910B102
  
Page 14 of 14 Pages
 
  SHERBORNE STRATEGIC FUND A, LLC  
     
 
By:   SHERBORNE INVESTORS LP, its managing member
    
 
  By: SHERBORNE INVESTORS GP, LLC, its general partner 
 
  By:  /s/ Craig L. McKibben                                                                                                                  
    Name:  Craig L. McKibben
    Title:    Managing Director
 
  SHERBORNE STRATEGIC FUND B, LLC  
     
 
By:   SHERBORNE INVESTORS LP, its managing member
    
 
  By: SHERBORNE INVESTORS GP, LLC, its general partner 
 
  By:  /s/ Craig L. McKibben                                                                                                            
    Name:  Craig L. McKibben
    Title:    Managing Director
 
  NOTTINGHAM INVESTORS LLC  
     
 
By:   SHERBORNE INVESTORS LP, its managing member
    
 
  By: SHERBORNE INVESTORS GP, LLC, its general partner 
 
  By:  /s/ Craig L. McKibben                                                                                                                  
    Name:  Craig L. McKibben
    Title:    Managing Director
 
  EDWARD BRAMSON  
 
  /s/ Edward Bramson                                                                        
 
Edward Bramson