| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | NNBR | Common Stock | 3.52M | Mar 6, 2025 | By: Legion Partners, L.P. I | F1, F2 | |||||
| holding | NNBR | Common Stock | 395K | Mar 6, 2025 | By: Legion Partners, L.P. II | F1, F3 | |||||
| holding | NNBR | Common Stock | 877K | Mar 6, 2025 | By: Legion Partners Special Opportunities, L.P. XI | F1, F4 | |||||
| holding | NNBR | Common Stock | 300 | Mar 6, 2025 | By: Legion Partners Holdings, LLC | F1, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | NNBR | Warrants | Mar 6, 2025 | Common Stock | 214K | $11.03 | By: Legion Partners, L.P. I | F1, F2 | ||||||
| holding | NNBR | Warrants | Mar 6, 2025 | Common Stock | 10.9K | $11.03 | By: Legion Partners, L.P. II | F1, F3 | ||||||
| holding | NNBR | Cash-Settled Total Return Swap | Mar 6, 2025 | Common Stock | 2.76M | $2.99 | By: Legion Partners, L.P. I | F1, F2, F6, F7 | ||||||
| holding | NNBR | Cash-Settled Total Return Swap | Mar 6, 2025 | Common Stock | 247K | $2.93 | By: Legion Partners, L.P. II | F1, F3, F6, F7 |
| Id | Content |
|---|---|
| F1 | This Form 3 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. XI ("Legion Partners Special Opportunities"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Christopher S. Kiper and Raymond T. White (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| F2 | Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners I. |
| F3 | Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners II. |
| F4 | Securities owned directly by Legion Partners Special Opportunities. General Partner is the general partner of Legion Partners Special Opportunities, Legion Partners Asset Management is the investment advisor of Legion Partners Special Opportunities, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Special Opportunities. |
| F5 | Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Holdings. |
| F6 | Represent certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide economic exposure to the number of notional shares set forth in Column 3. The Swap Agreements provide the holder thereof with economic results that are comparable to the economic results of ownership but do not provide the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap Agreements (the "Subject Shares"). The Reporting Persons do not have the right or ability to convert the Subject Shares into shares of common stock at any time. Each Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein. |
| F7 | Represents the reference price associated with the applicable Swap Agreement. |
This Form 3 is being filed solely due to a decrease in the number of shares of the Issuer outstanding and not as a result of any acquisition of securities by the Reporting Persons.