nautilus13da-032708.htm
As filed with the Securities and Exchange Commission on March 27, 2008

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 11)
 
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)

 
March 26, 2008
 (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 13 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
       8,438,426
     
 
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
        8,438,426
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         8,438,426
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          26.7%
  
14
TYPE OF REPORTING PERSON
PN
  

CUSIP No. 63910B102    
 
Page 3 of 13 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
       8,438,426
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
        8,438,426
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         8,438,426
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          26.7%
  
14
TYPE OF REPORTING PERSON
OO 
  

CUSIP No. 63910B102    
 
Page 4 of 13 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
        8,438,426
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
        8,438,426
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         8,438,426
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          26.7%
  
14
TYPE OF REPORTING PERSON
PN
  

CUSIP No. 63910B102    
 
Page 5 of 13 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
        8,438,426
  
9
SOLE DISPOSITIVE POWER
0
  
10
SHARED DISPOSITIVE POWER
        8,438,426
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         8,438,426
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          26.7%
  
14
TYPE OF REPORTING PERSON
OO 
  

CUSIP No. 63910B102    
 
Page 6 of 13 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
         721,232.270
 
  
8
SHARED VOTING POWER
0 
  
9
SOLE DISPOSITIVE POWER
         721,232.270
  
10
SHARED DISPOSITIVE POWER
0 
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         721,232.270
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         2.3%
  
14
TYPE OF REPORTING PERSON
OO 
  

 CUSIP No. 63910B102    
 
Page 7 of 13 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
        1,081,848.405
  
8
SHARED VOTING POWER
0 
  
9
SOLE DISPOSITIVE POWER
        1,081,848.405
  
10
SHARED DISPOSITIVE POWER
      0 
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        1,081,848.405
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         3.4%
  
14
TYPE OF REPORTING PERSON
OO 
  

CUSIP No. 63910B102    
 
Page 8 of 13 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
       6,635,345.321
 
  
8
SHARED VOTING POWER
0 
  
9
SOLE DISPOSITIVE POWER
       6,635,345.321
 
  
10
SHARED DISPOSITIVE POWER
      0 
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         6,635,345.321
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         21.0%
 
  
14
TYPE OF REPORTING PERSON
OO 
  
 
CUSIP No. 63910B102    
 
Page 9 of 13 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
        8,438,426
 
  
8
SHARED VOTING POWER
0 
  
9
SOLE DISPOSITIVE POWER
        8,438,426
 
  
10
SHARED DISPOSITIVE POWER
      0 
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         8,438,426
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         26.7%
  
14
TYPE OF REPORTING PERSON
IN 
  

CUSIP No. 63910B102    
 
Page 10 of 13 Pages    

Explanatory Note:  This Amendment No. 11 (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 26, 2007 (the “Initial 13D”) as amended and supplemented by:
 
·  
Amendment 1 to the Initial 13D filed with the Commission on July 31, 2007,
 
·  
Amendment 2 to the Initial 13D filed with the Commission on August 24, 2007,
 
·  
Amendment 3 to the Initial 13D filed with the Commission on September 4, 2007,
 
·  
Amendment 4 to the Initial 13D filed with the Commission on September 14, 2007,
 
·  
Amendment 5 to the Initial 13D filed with the Commission on September 21, 2007,
 
·  
Amendment 6 to the Initial 13D filed with the Commission on October 9, 2007,
 
·  
Amendment 7 to the Initial 13D filed with the Commission on October 17, 2007,
 
·  
Amendment 8 to the Initial 13D filed with the Commission on October 19, 2007,
 
·  
Amendment 9 to the Initial 13D filed with the Commission on January 2, 2008, and
 
·  
Amendment 10 to the Initial 13D filed with the Commission on March 3, 2008,
 
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” or “Sherborne Investors”);
 
(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”);
 
CUSIP No. 63910B102    
 
Page 11 of 13 Pages    
 
 
(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 as well as a director of the Issuer.
 
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 4.                 Purpose of Transaction.

The Reporting Persons supplement Item 4 with the following information:

On March 26, 2008, Mr. Bramson assumed the additional duties of chief executive officer, replacing Robert S. Falcone, who had served in that capacity since August 13, 2007 when the Issuer’s board of directors asked him to step in to run the Issuer following the termination of the Issuer’s previous chief executive officer.

 
CUSIP No. 63910B102    
 
Page 12 of 13 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:  March 27, 2008
 
 
  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 13 of 13 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