NN INC
10.00%
5,016,929
918541
629337106
Jan 29, 2025
Feb 3, 2025, 05:01 PM
Reporting Persons (8)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| White Raymond T. | Individual | 10.00% | 5,016,929 | 0 | 5,016,929 |
| Legion Partners Holdings, LLC | Other | 10.00% | 5,016,929 | 0 | 5,016,929 |
| Kiper Christopher S | Individual | 10.00% | 5,016,929 | 0 | 5,016,929 |
| Legion Partners Asset Management, LLC | Investment Adviser | 10.00% | 5,016,629 | 0 | 5,016,629 |
| Legion Partners, LLC | Other | 10.00% | 5,016,629 | 0 | 5,016,629 |
| Legion Partners, L.P. I | Partnership | 7.40% | 3,733,515 | 0 | 3,733,515 |
| Legion Partners Special Opportunities, L.P. XI | Partnership | 1.80% | 877,065 | 0 | 877,065 |
| Legion Partners, L.P. II | Partnership | 0.80% | 406,049 | 0 | 406,049 |
Disclosure Items (4)
Common Stock, par value $0.01 per share
NN INC
6210 ARDREY KELL ROAD, CHARLOTTE, NC, 28277
Item 3 is hereby amended and restated in its entirety as follows: The securities of the Issuer purchased by each of Legion Partners I, Legion Partners II, Legion Partners XI and Legion Partners Holdings were purchased with working capital. The aggregate purchase price of the 3,519,420 Shares owned directly by Legion Partners I is approximately $32,766,696, including brokerage commissions. The aggregate purchase price of the 214,095 Shares underlying certain Warrants (as previously defined and described in Amendment No. 4 to the Schedule 13D) owned directly by Legion Partners I is approximately $155,283, including brokerage commissions. The aggregate purchase price of the 395,144 Shares owned directly by Legion Partners II is approximately $934,088, including brokerage commissions. The aggregate purchase price of the 10,905 Shares underlying certain Warrants owned directly by Legion Partners II is approximately $7,909, including brokerage commissions. The aggregate purchase price of the 877,065 Shares owned directly by Legion Partners XI is approximately $7,675,865, including brokerage commissions. The aggregate purchase price of the 300 Shares owned directly by Legion Partners Holdings is approximately $2,568, including brokerage commissions.
Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 49,946,337 Shares outstanding as of October 21, 2024, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, plus the Shares underlying the Warrants that may be exercised by the Reporting Persons, as applicable. As of the date hereof, Legion Partners I beneficially owned directly 3,733,515 Shares, including 214,095 Shares underlying certain Warrants, representing approximately 7.4% of the outstanding Shares. As of the date hereof, Legion Partners II beneficially owned directly 406,049 Shares, including 10,905 Shares underlying certain Warrants, representing approximately 0.8% of the outstanding Shares. As of the date hereof, Legion Partners XI beneficially owned directly 877,065 Shares, representing approximately 1.8% of the outstanding Shares. Legion Partners, LLC, as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners XI, may be deemed the beneficial owner of the (i) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II and (iii) 877,065 Shares beneficially owned directly by Legion Partners XI, representing approximately 9.999% of the outstanding Shares. Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners XI, may be deemed the beneficial owner of the (i) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II and (iii) 877,065 Shares beneficially owned directly by Legion Partners XI, representing approximately 9.999% of the outstanding Shares. As of the date hereof, Legion Partners Holdings beneficially owned directly 300 Shares. In addition, as the sole member of Legion Partners Asset Management and the sole member of Legion Partners, LLC, Legion Partners Holdings may be deemed the beneficial owner of the (i) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II and (iii) 877,065 Shares beneficially owned directly by Legion Partners XI, which, together with the Shares it directly beneficially owns, constitutes an aggregate of 5,016,929 Shares, representing approximately 9.9996% of the outstanding Shares. Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 3,733,515 Shares beneficially owned directly by Legion Partners I, (ii) 406,049 Shares beneficially owned directly by Legion Partners II, (iii) 877,065 Shares beneficially owned directly by Legion Partners XI and (iv) 300 Shares beneficially owned directly by Legion Partners Holdings, representing approximately 9.9996% of the outstanding Shares.
Item 5(b) is hereby amended and restated in its entirety as follows: Each of Legion Partners I, Legion Partners, LLC, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to share the power to vote and dispose of the Shares beneficially owned directly by Legion Partners I. Each of Legion Partners II, Legion Partners, LLC, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to share the power to vote and dispose of the Shares beneficially owned directly by Legion Partners II. Each of Legion Partners XI, Legion Partners, LLC, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to share the power to vote and dispose of the Shares beneficially owned directly by Legion Partners XI. Each of Legion Partners Holdings and Messrs. Kiper and White may be deemed to share the power to vote and dispose of the Shares beneficially owned directly by Legion Partners Holdings.
Item 5(c) is hereby amended and restated in its entirety as follows: Except as otherwise set forth herein, there have been no transactions in the securities of the Issuer during the past 60 days by the Reporting Persons.
Item 6 is hereby amended to add the following: On January 30, 2025, Legion Partners I and Legion Partners II amended the Swap Agreements (as previously defined and described in Amendment No. 10 to the Schedule 13D) with Nomura to extend the maturity date from January 30, 2025 to January 30, 2029. All other terms with respect to the Swap Agreements remain unchanged.