Edgar Filing: NAUTILUS, INC.

	UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934

Nautilus, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

63910B102

(CUSIP Number)

Michael H. Kalb

SCSF Equities, LLC

5200 Town Center Circle, Suite 470

Boca Raton, Florida 33486

(561) 394-0550

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 25, 2006

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

SCHEDULE 13D

CUSIP No. 63910B102

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCSF Equities, LLC

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	Check 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 (See Item 5)

			8.	Shared Voting Power 1,714,400 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 1,714,400 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,714,400 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row(11) 5.2%

	14.	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 63910B102

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Securities Offshore Fund, Ltd.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 1,714,400 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 1,714,400 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,714,400 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row(11) 5.2%

	14.	Type of Reporting Person (See Instructions) CO

SCHEDULE 13D

CUSIP No. 63910B102

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Securities Fund, L.P.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	Check 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 (See Item 5)

			8.	Shared Voting Power 1,714,400 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 1,714,400 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,714,400 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row(11) 5.2%

	14.	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 63910B102

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Securities Advisors, LP

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	Check 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 (See Item 5)

			8.	Shared Voting Power 1,714,400 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 1,714,400 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,714,400 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row(11) 5.2%

	14.	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 63910B102

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Securities, LLC

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	Check 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 (See Item 5)

			8.	Shared Voting Power 1,714,400 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 1,714,400 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,714,400 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row(11) 5.2%

	14.	Type of Reporting Person (See Instructions) PN

SCHEDULE 13D

CUSIP No. 63910B102

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marc J. Leder

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 1,714,400 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 1,714,400 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,714,400 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row(11) 5.2%

	14.	Type of Reporting Person (See Instructions) IN

SCHEDULE 13D

CUSIP No. 63910B102

	1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rodger R. Krouse

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
		(a)			o
		(b)			x

	3.	SEC USE ONLY

	4.	SOURCE OF FUNDS (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)

			8.	Shared Voting Power 1,714,400 (See Item 5)

			9.	Sole Dispositive Power 0 (See Item 5)

			10.	Shared Dispositive Power 1,714,400 (See Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,714,400 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row(11) 5.2%

	14.	Type of Reporting Person (See Instructions) IN

Item 1. Security and Issuer.

The class of equity security to which this statement relates is the common stock, no par value (the “Common Stock”), of Nautilus, Inc., a Washington corporation (the “Issuer”). The name and address of the principal executive offices of the Issuer are:

16400 SE Nautilus Drive

Vancouver, Washington 98683

Item 2. Identity and Background.

This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (“Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation (“Sun Offshore Fund”), Sun Capital Securities Fund, LP, a Delaware limited partnership (“Sun Securities Fund”), Sun Capital Securities Advisors, LP, a Delaware limited partnership (“Sun Advisors”), Sun Capital Securities, LLC, a Delaware limited liability company (“Sun Capital Securities”), Marc J. Leder (“Leder”), and Rodger R. Krouse (“Krouse”). Leder and Krouse may each be deemed to control SCSF Equities, Sun Securities Fund, and Sun Advisors, as Leder and Krouse each own 50% of the membership interests in Sun Capital Securities, which in turn is the general partner of Sun Advisors, which in turn is the general partner of Sun Securities Fund, which in turn owns a majority of the membership interests of SCSF Equities. Leder and Krouse may each be deemed to control the Sun Offshore Fund by virtue of them being the only directors of the Sun Offshore Fund. SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder, and Krouse are collectively referred to as the “Reporting Persons.”

The principal business address of each of the Reporting Persons is 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486.

SCSF Equities, Sun Offshore Fund, Sun Securities Fund, Sun Advisors and Sun Capital Securities are each principally engaged in making investments. Leder and Krouse are principally engaged in merchant banking and the acquisition and operation of middle market companies.

During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Certain information with respect to the executive officers and directors of the Reporting Persons, if applicable, is set forth on SCHEDULE A attached hereto.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Persons are all affiliated with Sun Securities Fund and Sun Offshore Fund, which are private equity funds formed for the purpose of making investments in public and private securities. The source of funds is capital committed by the limited partners of these funds, who are not themselves necessarily affiliates of the funds.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.

Item 4. Purpose of Transaction.

The shares of Common Stock were acquired as part of the proprietary trading strategy of the Reporting Persons. The Reporting Persons intend to optimize the value of its investments and, therefore, will review from time to time the Issuer’s business affairs, financial position, and contractual rights and obligations. Based on such evaluation and review, as well as general economic, industry, and market conditions existing at the time, the Reporting Persons may consider from time to time various alternative courses of action. Such actions may include the acquisition or disposition of the Common Stock or other securities through open market transactions, privately negotiated transactions, a tender offer, a merger, an exchange offer, or otherwise. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a)— (b) On October 25, 2006, the Reporting Persons purchased shares of the Common Stock increasing the total number of shares owned by the Reporting Persons to 1,683,000 shares of the Common Stock or approximately 5.1% of the Issuer’s outstanding Common Stock. Since October 25, 2006, the Reporting Persons have purchased additional shares of the Common Stock increasing the total number of shares of Common Stock owned by the Reporting Persons. As of the date hereof, the Reporting Persons beneficially own and have sole power to vote and sole power of disposition over 1,714,400 shares of the Common Stock of the Issuer, or approximately 5.2% of the Issuer’s outstanding Common Stock.

(c) The dates of the transactions, the amounts of such securities involved in such transactions, and the average price per share of Common Stock for such transactions on such dates for all purchases and sales of Common Stock made

by the Reporting Persons in the past 60 days are set forth in Exhibit A attached hereto. Unless otherwise indicated on Exhibit A, all transactions were effected by SCSF Equities and were open market purchases on the New York Stock Exchange, Inet ECN, Pacific Stock Exchange, NASDAQ, or Chicago Stock Exchange.

(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except for the agreements described above or in response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.

		Schedule A		Additional Information Required by Item 2 of this Schedule 13D.

		Exhibit A		Transactions of Common Stock of the Issuer by the Reporting Persons in the past 60 days.

		Exhibit B		Joint Filing Agreement, dated November 6, 2006, by and among each of the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 6, 2006	SCSF Equities, LLC

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO


	Sun Capital Securities Offshore Fund, Ltd.

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Director


	Sun Capital Securities Fund, LP

	By:	Sun Capital Securities Advisors, LP
	Its:	General Partner

	By:	Sun Capital Securities, LLC
	Its:	General Partner

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO


	Sun Capital Securities Advisors, LP

	By:	Sun Capital Securities, LLC
	Its:	General Partner

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO


	Sun Capital Securities, LLC

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO


		/S/ MARC J. LEDER
	Marc J. Leder


		/S/ RODGER R. KROUSE
	Rodger R. Krouse

SCHEDULE A

SCSF EQUITIES, LLC

Set forth below is the name and business address of each manager of SCSF Equities. Each such person is a citizen of the United States of America.

Name	Title	Address
Marc J. Leder	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

SUN CAPITAL SECURITIES OFFSHORE FUND, LTD.

Set forth below is the name and business address of each manager of Sun Offshore Fund. Each such person is a citizen of the United States of America.

Name	Title	Address
Marc J. Leder	Director	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse	Director	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

SUN CAPITAL SECURITIES, LLC

Set forth below is the name and business address of each manager of Sun Capital Securities. Each such person is a citizen of the United States of America.

Name	Title	Address
Marc J. Leder	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

EXHIBIT A

Transactions in the Common Stock of Issuer by Reporting Persons in the past 60 days

Date of Transaction	Shares Purchased	Average Purchase Price per Share

09/15/2006	28,000	$13.71
09/18/2006	38,000	$14.25
09/19/2006	30,000	$14.06
09/22/2006	43,000	$14.47
09/25/2006	35,300	$14.36
09/26/2006	9,000	$14.50
09/27/2006	36,400	$14.23
09/28/2006	47,500	$13.80
10/02/2006	50,000	$13.67
10/03/2006	12,000	$13.60
10/04/2006	26,900	$13.71
10/05/2006	14,000	$13.69
10/06/2006	1,000	$13.70
10/11/2006	36,600	$14.02
10/12/2006	15,100	$14.08
10/13/2006	50,000	$13.94
10/16/2006	30,600	$13.97
10/17/2006	50,000	$13.84
10/18/2006	50,000	$13.76
10/19/2006	43,300	$13.82
10/24/2006	70,300	$13.87
10/25/2006	50,000	$13.79
10/31/2006	26,900	$14.15
11/02/2006	4,500	$13.89

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Dated: November 6, 2006	SCSF Equities, LLC

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO


	Sun Capital Securities Offshore Fund, Ltd.

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Director


	Sun Capital Securities Fund, LP

	By:	Sun Capital Securities Advisors, LP
	Its:	General Partner

	By:	Sun Capital Securities, LLC
	Its:	General Partner

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO


	Sun Capital Securities Advisors, LP

	By:	Sun Capital Securities, LLC
	Its:	General Partner

	By	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO


	Sun Capital Securities, LLC

	By:	/S/ MARC J. LEDER
	Name:	Marc J. Leder
	Its:	Co-CEO


		/S/ MARC J. LEDER
	Marc J. Leder


		/S/ RODGER R. KROUSE
	Rodger R. Krouse