FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person * WERNER MICHAEL E   2. Issuer Name and Ticker or Trading Symbol NN INC [NNBR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 207 MOCKINGBIRD LANE 3. Date of Earliest Transaction (Month/Day/Year) 03/19/2015 (Street) JOHNSON CITY, TN 37604 4. If Amendment, Date Original Filed(Month/Day/Year) 03/23/2015 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/19/2015   A   4,800 (1) A $ 0 27,333 (1) D   Common Stock               5,287 I By Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WERNER MICHAEL E 207 MOCKINGBIRD LANE JOHNSON CITY, TN 37604	X

Signatures

/s/ William C. Kelly, Jr., by Power of Attorney		05/11/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The reporting person filed Amendment No. 1 to Form 4 on March 25, 2015 ("Amendment No. 1"), which amended the reporting person's Form 4 filed on March 23, 2015 (the "Original Form 4"). Amendment No. 1 was filed to report a grant of 1,000 shares of restricted stock (the "Omitted Shares"), which grant was inadvertently omitted from the Original Form 4. Amendment No. 1 incorrectly reported that the Omitted Shares vest over a period of three years in equal annual installments beginning on March 19, 2016. This Amendment No. 2 further amends the Original Form 4 to correctly report that the Omitted Shares and all of the remaining 3,800 shares of restricted stock granted to the reporting person on March 19, 2015 vest on March 19, 2016. The shares reported in Column 5 of Table I represent the shares owned by the reporting person as of March 19, 2015.

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