Statement of Beneficial Ownership (sc 13d)
30 Septiembre 2013 - 7:31AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
NutriSystem, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
67069D108
(CUSIP Number)
Marc Weingarten and David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 2013
(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), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 17 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
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).
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
2
of 17 Pages
|
1
|
NAME
OF
REPORTING
PERSON
Clinton Spotlight Master Fund, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF
FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR
PLACE
OF
ORGANIZATION
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE
VOTING
POWER
0
|
8
|
SHARED
VOTING
POWER
831,228 shares of Common Stock (including
options to purchase 64,200 shares of Common Stock)
|
9
|
SOLE
DISPOSITIVE
POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
831,228 shares of Common Stock (including
options to purchase 64,200 shares of Common Stock)
|
11
|
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED
BY
EACH
PERSON
831,228 shares of Common Stock (including
options to purchase 64,200 shares of Common Stock)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF
CLASS
REPRESENTED
BY
AMOUNT
IN
ROW
(11)
2.9%
|
14
|
TYPE
OF
REPORTING
PERSON
PN
|
|
|
|
|
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
3
of 17 Pages
|
1
|
NAME
OF
REPORTING
PERSON
Clinton Magnolia Master Fund, Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF
FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR
PLACE
OF
ORGANIZATION
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE
VOTING
POWER
0
|
8
|
SHARED
VOTING
POWER
22,847 shares of Common Stock
|
9
|
SOLE
DISPOSITIVE
POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
22,847 shares of Common Stock
|
11
|
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED
BY
EACH
PERSON
22,847 shares of Common Stock
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF
CLASS
REPRESENTED
BY
AMOUNT
IN
ROW
(11)
0.1%
|
14
|
TYPE
OF
REPORTING
PERSON
CO
|
|
|
|
|
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
4
of 17 Pages
|
1
|
NAME
OF
REPORTING
PERSON
Clinton Relational Opportunity Master Fund,
L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF
FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR
PLACE
OF
ORGANIZATION
Cayman Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE
VOTING
POWER
0
|
8
|
SHARED
VOTING
POWER
467,065 shares of Common Stock (including
options to purchase 42,800 shares of Common Stock)
|
9
|
SOLE
DISPOSITIVE
POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
467,065 shares of Common Stock (including
options to purchase 42,800 shares of Common Stock)
|
11
|
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED
BY
EACH
PERSON
467,065 shares of Common Stock (including
options to purchase 42,800 shares of Common Stock)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF
CLASS
REPRESENTED
BY
AMOUNT
IN
ROW
(11)
1.6%
|
14
|
TYPE
OF
REPORTING
PERSON
PN
|
|
|
|
|
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
5
of 17 Pages
|
1
|
NAME
OF
REPORTING
PERSON
Clinton Relational Opportunity, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF
FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
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
467,065 shares of Common Stock (including
options to purchase 42,800 shares of Common Stock)
|
9
|
SOLE
DISPOSITIVE
POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
467,065 shares of Common Stock (including
options to purchase 42,800 shares of Common Stock)
|
11
|
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED
BY
EACH
PERSON
467,065 shares of Common Stock (including
options to purchase 42,800 shares of Common Stock)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF
CLASS
REPRESENTED
BY
AMOUNT
IN
ROW
(11)
1.6%
|
14
|
TYPE
OF
REPORTING
PERSON
CO; IA
|
|
|
|
|
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
6
of 17 Pages
|
1
|
NAME
OF
REPORTING
PERSON
Clinton Group, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF
FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
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
1,480,506 shares of Common Stock (including
options to purchase 107,000 shares of Common Stock)
|
9
|
SOLE
DISPOSITIVE
POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,480,506 shares of Common Stock (including
options to purchase 107,000 shares of Common Stock)
|
11
|
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED
BY
EACH
PERSON
1,480,506 shares of Common Stock (including
options to purchase 107,000 shares of Common Stock)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF
CLASS
REPRESENTED
BY
AMOUNT
IN
ROW
(11)
5.2%
|
14
|
TYPE
OF
REPORTING
PERSON
CO; IA
|
|
|
|
|
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
7
of 17 Pages
|
1
|
NAME
OF
REPORTING
PERSON
George E. Hall
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF
FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR
PLACE
OF
ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE
VOTING
POWER
0
|
8
|
SHARED
VOTING
POWER
1,480,506 shares of Common Stock (including
options to purchase 107,000 shares of Common Stock)
|
9
|
SOLE
DISPOSITIVE
POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,480,506 shares of Common Stock (including
options to purchase 107,000 shares of Common Stock)
|
11
|
AGGREGATE
AMOUNT
BENEFICIALLY
OWNED
BY
EACH
PERSON
1,480,506 shares of Common Stock (including
options to purchase 107,000 shares of Common Stock)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT
OF
CLASS
REPRESENTED
BY
AMOUNT
IN
ROW
(11)
5.2%
|
14
|
TYPE
OF
REPORTING
PERSON
IN
|
|
|
|
|
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
8
of 17 Pages
|
Item 1.
|
SECURITY AND ISSUER
|
|
|
|
This statement on Schedule
13D (this "Schedule 13D") relates to the common stock, par value $0.001 per share (the "Common Stock"),
of NutriSystem, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive
office is Fort Washington Executive Center, 600 Office Center Drive, Fort Washington, Pennsylvania 19034.
|
Item 2.
|
IDENTITY AND BACKGROUND
|
|
|
|
(a) This
Schedule 13D is filed by:
(i) Clinton Spotlight Master
Fund, L.P., a Cayman Islands
exempted limited partnership
("SPOT"); (ii) Clinton
Magnolia Master Fund, Ltd.,
a Cayman Islands exempted
company ("CMAG");
(iii) Clinton Relational Opportunity
Master Fund, L.P., a Cayman
Islands exempted limited partnership
("CREL"); (iv) Clinton
Relational Opportunity, LLC,
a Delaware limited liability
company, which serves as the
investment manager to CREL
("CRO"); (v) Clinton
Group, Inc., a Delaware corporation,
which serves as the investment
manager to SPOT and CMAG (“CGI”);
and (vi) George E. Hall, a
United States citizen, who
serves as Chief Executive
Officer of CGI ("Mr.
Hall", and together
with SPOT, CMAG, CREL, CRO
and CGI, “Clinton”).
|
|
|
|
(b) The
principal business address
of CRO, CGI and Mr. Hall is
601 Lexington Avenue, 51
st
Floor, New York, New
York 10022. The principal
business address of SPOT,
CMAG and CREL is c/o Credit
Suisse Administration Services
(Cayman) Ltd., P.O. Box 2003
GT, Grand Pavilion Commercial
Centre, 802 West Bay Road,
Grand Cayman, Cayman Islands.
|
|
|
|
(c) The
principal business of CRO
and CGI is to provide investment
management services to private
individuals and institutions.
The principal business of
SPOT, CMAG and CREL is to
invest in securities. The
principal business of Mr.
Hall is to serve as Chief
Executive Officer of CGI.
|
|
|
|
(d) None
of the Reporting Persons or
persons listed on Appendix
A has, during the last five
years, been convicted in a
criminal proceeding (excluding
traffic violations or similar
misdemeanors).
|
|
|
|
(e) None
of the Reporting Persons or
persons listed on Appendix
A has, during the last five
years, been a party to a civil
proceeding of a judicial or
administrative body of competent
jurisdiction and as a result
of such proceedings 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.
|
|
|
|
(f) Mr.
Hall is a citizen of the United
States.
|
|
|
|
The name,
citizenship, present principal
occupation or employment and
business address of each director
and executive officer or general
partner, as applicable, of
CGI, SPOT, CMAG, CREL and
CRO is set forth in Appendix
A attached hereto. To the
best of the Reporting Persons'
knowledge, except as set forth
in this statement on Schedule
13D, none of such individuals
owns any shares of Common
Stock.
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
9
of 17 Pages
|
Item 3.
|
SOURCE AND AMOUNT
OF FUNDS OR OTHER CONSIDERATION
|
|
|
|
The Reporting
Persons used approximately
$15,695,000 (including brokerage
commissions) in the aggregate
to purchase the Common Stock
reported in this Schedule
13D.
|
|
|
|
The source of the funds used
to acquire the Common Stock reported herein is the working capital of SPOT, CMAG and CREL for the shares of Common Stock held
by each of them, and margin borrowings described in the following sentence. Such shares of Common Stock are held by the Reporting
Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject
to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held
in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts
bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are
held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock
reported herein.
|
|
|
Item 4.
|
PURPOSE OF TRANSACTION
|
|
|
|
The Reporting Persons initially acquired beneficial
ownership of the Common Stock of the Issuer for investment purposes
because they believed the Issuer's Common Stock represented an attractive
investment opportunity. T
he
Reporting Persons believe that the Common Stock at current market prices
is undervalued.
|
|
|
|
On September 30, 2013, the Reporting Persons sent
a letter to the Chief Executive Officer (the "CEO") of the
Issuer expressing their support for recent actions taken by the Issuer
and their belief that the Common Stock is undervalued at its current price. The letter also set forth the Reporting Persons'
analysis of the Issuer's potential to generate significant free
cash and increase the price per share of Common Stock. In addition,
the Reporting Persons encouraged the CEO and the board of directors
of the Issuer (the "Board") to consider increasing the
dividend paid to the Issuer's stockholders as cash flow improves
and expressed their belief that such use of the Issuer's excess
capital would significantly enhance stockholder value and minimize
volatility in the price of Common Stock. The foregoing summary of
the letter is qualified in its entirety by reference to the full
text of the letter, a copy of which is attached hereto as Exhibit 1
and is incorporated by reference herein.
|
|
|
|
The Reporting Persons have, from time to time,
engaged in other discussions and correspondence with management and
the Board regarding the Issuer's business, management, strategic alternatives
and direction, board composition and related matters. The Reporting
Persons may continue to discuss such matters with the Issuer's management
and the Board as well as other stockholders of the Issuer and third
parties.
|
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
10
of 17 Pages
|
|
|
|
Except as set forth herein, the Reporting Persons
have no present plan or proposal that would relate to or result in any
of the matters set forth in subparagraphs (a) – (j) of Item 4
of Schedule 13D. The Reporting Persons intend to review their investment
in the Issuer on a continuing basis. Depending on various factors including,
without limitation, the Issuer's financial position and strategic direction,
actions taken by the Board, price levels of the Common Stock, other
investment opportunities available to the Reporting Persons, conditions
in the securities market and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect
to their investment in the Issuer as they deem appropriate including,
without limitation, selling some or all of their shares of Common Stock, purchasing additional shares of Common Stock, and/or otherwise
changing their intention with respect to any and all matters referred
to in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
|
Item 5.
|
INTEREST IN SECURITIES
OF THE ISSUER
|
|
|
|
(a)
The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 1,480,506 shares of Common
Stock (including options to purchase 107,000 shares of Common Stock), constituting approximately 5.2% of the Issuer’s
currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based
upon the 28,721,799 shares of Common Stock outstanding as of July 30, 2013, as reported in the Issuer's Quarterly Report on
Form 10-Q for the period ended June 30, 2013, filed with the Securities and Exchange Commission on August 6, 2013.
|
|
|
|
(i)
|
SPOT:
|
|
|
(a)
|
As of the date
hereof, SPOT may be deemed the beneficial owner of 831,228 shares of Common Stock (including options to purchase 64,200 shares
of Common Stock).
|
|
|
|
Percentage: Approximately
2.9% as of the date hereof.
|
|
|
(b)
|
1. Sole power to vote
or direct vote: 0
|
|
|
|
2. Shared power to vote
or direct vote: 831,228 shares of Common Stock (including options to purchase 64,200 shares of Common Stock)
|
|
|
|
3. Sole power to dispose
or direct the disposition: 0
|
|
|
|
4. Shared power to dispose
or direct the disposition: 831,228 shares of Common Stock (including options to purchase 64,200 shares of Common Stock)
|
|
|
|
|
(ii)
|
CMAG:
|
|
|
(a)
|
As of the date hereof, CMAG
may be deemed the beneficial owner of 22,847 shares of Common Stock.
|
|
|
|
Percentage: Approximately
0.1% as of the date hereof.
|
|
|
(b)
|
1. Sole power to vote
or direct vote: 0
|
|
|
|
2. Shared power to vote
or direct vote: 22,847 shares of Common Stock
|
|
|
|
3. Sole power to dispose
or direct the disposition: 0
|
|
|
|
4. Shared power to dispose
or direct the disposition: 22,847 shares of Common Stock
|
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
11
of 17 Pages
|
|
|
|
|
|
(iii)
|
CREL:
|
|
|
(a)
|
As of the date hereof, CREL
may be deemed the beneficial owner of 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common
Stock).
|
|
|
|
Percentage: Approximately
1.6% as of the date hereof.
|
|
|
(b)
|
1. Sole power to vote
or direct vote: 0
|
|
|
|
2. Shared power to vote
or direct vote: 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock)
|
|
|
|
3. Sole power to dispose
or direct the disposition: 0
|
|
|
|
4. Shared power to dispose
or direct the disposition 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock)
|
|
(iv)
|
CRO:
|
|
|
(a)
|
As of the date
hereof, CRO may be deemed the beneficial owner of 467,065 shares of Common Stock (including options to purchase 42,800 shares
of Common Stock).
|
|
|
|
Percentage: Approximately
1.6% as of the date hereof.
|
|
|
(b)
|
1. Sole power to vote
or direct vote: 0
|
|
|
|
2. Shared power to vote
or direct vote: 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock)
|
|
|
|
3. Sole power to dispose
or direct the disposition: 0
|
|
|
|
4. Shared power to dispose
or direct the disposition 467,065 shares of Common Stock (including options to purchase 42,800 shares of Common Stock)
|
|
|
|
|
|
(v)
|
CCI:
|
|
|
(a)
|
As of the date hereof, CGI
may be deemed the beneficial owner of 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common
Stock).
|
|
|
|
Percentage: Approximately
5.2% as of the date hereof.
|
|
|
(b)
|
1. Sole power to vote
or direct vote: 0
|
|
|
|
2. Shared power to vote
or direct vote: 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock)
|
|
|
|
3. Sole power to dispose
or direct the disposition: 0
|
|
|
|
4. Shared power to dispose
or direct the disposition: 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock)
|
|
|
|
|
|
(vi)
|
Mr. Hall:
|
|
|
(a)
|
As of the date hereof, Mr.
Hall may be deemed the beneficial owner of 1,480,506 shares of Common Stock (including options to purchase 107,000 shares
of Common Stock).
|
|
|
|
Percentage: Approximately
5.2% as of the date hereof.
|
|
|
(b)
|
1. Sole power to vote
or direct vote: 0
|
|
|
|
2. Shared power to vote
or direct vote: 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock)
|
|
|
|
3. Sole power to dispose
or direct the disposition: 0
|
|
|
|
4. Shared power to dispose
or direct the disposition: 1,480,506 shares of Common Stock (including options to purchase 107,000 shares of Common Stock)
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
12
of 17 Pages
|
|
(b) By virtue of investment management agreements with SPOT and CMAG, its ownership of CRO and a sub-advisory agreement
governing a portion of a mutual fund portfolio ("CASF") that beneficially owns 159,366 shares of Common Stock, CGI
has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,480,506 shares of Common
Stock (including options to purchase 107,000 shares of Common Stock) beneficially owned by SPOT, CMAG, CREL and CASF. By
virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power
with respect to all Common Stock as to which CGI has voting power or dispositive power.
|
|
|
|
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during
the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference. Unless otherwise
indicated, all of such transactions were effected in the open market.
|
|
|
|
(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
|
|
|
|
(e) Not applicable.
|
|
|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
|
|
|
|
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments
thereto. A copy of such agreement is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.
|
|
|
|
Clinton is currently party to option contracts on 973,500 shares of Common
Stock with strike prices ranging from $12.00 to $15.00 and expiration dates ranging from October 19, 2013 to December
21, 2013, including having the right to purchase 107,000 shares of Common Stock at prices below the current market price.
|
|
|
|
Other than the joint filing agreement and the options described in this Item 6, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect
to securities of the Issuer.
|
|
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
|
|
Exhibit
|
Description
|
1
|
Letter to the Chief Executive Officer, dated September 30, 2013
|
2
|
Joint Filing Agreement, dated September 30, 2013
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
13
of 17 Pages
|
SIGNATURES
After reasonable inquiry and to the
best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: September 30, 2013
|
CLINTON SPOTLIGHT MASTER FUND, L.P.
|
|
|
|
By: Clinton Group, Inc., its investment manager
|
|
|
|
/s/ Francis Ruchalski
|
|
Name: Francis Ruchalski
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
CLINTON MAGNOLIA MASTER FUND, LTD.
|
|
|
|
By: Clinton Group, Inc., its investment manager
|
|
|
|
/s/ Francis Ruchalski
|
|
Name: Francis Ruchalski
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.
|
|
|
|
By: Clinton Relational Opportunity, LLC, its investment manager
|
|
|
|
/s/ John Hall
|
|
Name: John Hall
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CLINTON RELATIONAL OPPORTUNITY, LLC
|
|
|
|
/s/ John Hall
|
|
Name: John Hall
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CLINTON GROUP, INC.
|
|
|
|
/s/ Francis Ruchalski
|
|
Name: Francis Ruchalski
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
/s/ George E. Hall
|
|
George E. Hall
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
14
of 17 Pages
|
Appendix A
Directors and Executive Officers of Certain
Reporting Persons
CLINTON GROUP, INC.
The following sets forth the name, position and principal occupation
of each director and executive officer of CGI. Each such person is a citizen of the United States of America. The business address
of each director and executive officer is 601 Lexington Avenue, 51
st
Floor, New York, New York 10022.
Name
|
Position and Principal Occupation
|
George E. Hall
|
Director and Chief Executive Officer
|
Gregory P. Taxin
|
President
|
Francis A. Ruchalski
|
Director and Chief Financial Officer
|
John L. Hall
|
Director and Secretary
|
Nader Behbehani
|
Chief Compliance Officer
|
|
|
CLINTON SPOTLIGHT MASTER FUND, L.P.
Clinton Spotlight GP, LLC, a Delaware limited liability company,
is the general partner of SPOT. George Hall is the controlling person of Clinton Spotlight GP, LLC.
CLINTON MAGNOLIA MASTER FUND, LTD.
The following sets forth the name, principal occupation and business
address of each director of CMAG. There are no executive officers of CMAG. Each such person is a citizen of the United Kingdom.
Name
|
Principal Occupation
|
Business Address
|
Jane Fleming
|
Client
Accountant of Queensgate Bank & Trust Company Ltd.
|
c/o Queensgate Bank &
Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
|
Dennis Hunter
|
Director
of Queensgate Bank & Trust Company Ltd.
|
c/o Queensgate
Bank & Trust Company Ltd., Harbour Place, 5th Floor, 103 South Church
Street, P.O. Box 30464 SMB, Grand Cayman, Cayman Islands
|
Roger Hanson
|
Director of dms Management
Ltd.
|
c/o dms Management Ltd., P.O.
Box 31910 SMB, Ansbacher House, 20 Genesis Close, Grand Cayman, Cayman Islands
|
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.
Clinton Relational Opportunity GP LLC, a Delaware limited liability
company, is the general partner of CREL. George Hall is the controlling person of Clinton Relational Opportunity GP LLC.
CLINTON RELATIONAL OPPORTUNITY, LLC
George Hall is the controlling person of CRO.
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
15
of 17 Pages
|
Appendix B
TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON
STOCK BY THE REPORTING
PERSONS DURING THE PAST SIXTY DAYS
The
following table sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by
any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through
a broker.
SPOT
Trade
Date
|
Shares
Purchased (Sold)
|
Price
Per Share ($)
|
7/30/2013
|
3,275
|
12.158
|
7/30/2013
|
3,250
|
12.3038
|
7/30/2013
|
5,000
|
12.1148
|
8/1/2013
|
3,000
|
12.7329
|
8/1/2013
|
5,000
|
12.744
|
8/1/2013
|
2,500
|
12.7382
|
8/5/2013
|
5,000
|
12.2837
|
8/5/2013
|
(153,000)
|
12
|
8/5/2013
|
(6,000)
|
11
|
8/6/2013
|
20,700
|
12.2986
|
8/6/2013
|
4,300
|
12.3064
|
8/7/2013
|
5,000
|
12.3514
|
8/7/2013
|
2,500
|
12.3375
|
8/8/2013
|
9,300
|
12.4656
|
8/8/2013
|
2,500
|
12.4785
|
8/8/2013
|
18,000
|
12.53
|
8/8/2013
|
7,500
|
12.6
|
8/9/2013
|
7,500
|
12.6
|
8/12/2013
|
11,370
|
12.7827
|
8/12/2013
|
1,050
|
12.7409
|
8/13/2013
|
15,000
|
13.0036
|
8/14/2013
|
3,000
|
12.9722
|
8/14/2013
|
8,000
|
13.0318
|
9/4/2013
|
3,000
|
12.9779
|
9/4/2013
|
3,000
|
12.9841
|
9/10/2013
|
6,000
|
12.9726
|
9/10/2013
|
15,000
|
12.91
|
9/16/2013
|
3,000
|
12.9692
|
9/16/2013
|
15,000
|
12.98
|
9/18/2013
|
27,284
|
13.0966
|
9/18/2013
|
862
|
12.93
|
9/19/2013
|
34,418
|
13.6679
|
9/19/2013
|
(500)
|
13
|
9/20/2013
|
(10,440)
|
14.0374
|
9/20/2013
|
(600)
|
14.2165
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
16
of 17 Pages
|
9/20/2013
|
780
|
13.8954
|
9/20/2013
|
3,590
|
13.8628
|
9/23/2013
|
3,000
|
13.8727
|
9/23/2013
|
8,250
|
13.882
|
9/23/2013
|
1,750
|
13.8847
|
9/27/2013
|
18,542
|
13.5949
|
9/27/2013
|
11,920
|
14.1384
|
CMAG
Trade
Date
|
Shares
Purchased (Sold)
|
Price
Per Share ($)
|
9/27/2013
|
13,907
|
13.5949
|
9/27/2013
|
8,940
|
14.1384
|
CREL
Trade
Date
|
Shares
Purchased (Sold)
|
Price
Per Share ($)
|
7/30/2013
|
2,620
|
12.158
|
7/30/2013
|
2,600
|
12.3038
|
7/30/2013
|
4,000
|
12.1148
|
8/1/2013
|
2,000
|
12.7329
|
8/1/2013
|
4,000
|
12.744
|
8/1/2013
|
2,000
|
12.7382
|
8/5/2013
|
4,000
|
12.2837
|
8/5/2013
|
(69,800)
|
12
|
8/5/2013
|
(1,500)
|
11
|
8/7/2013
|
4,000
|
12.3514
|
8/7/2013
|
2,000
|
12.3375
|
8/8/2013
|
6,200
|
12.4656
|
8/8/2013
|
2,000
|
12.4785
|
8/8/2013
|
12,000
|
12.53
|
8/8/2013
|
5,000
|
12.6
|
8/9/2013
|
5,000
|
12.6
|
8/12/2013
|
7,580
|
12.7827
|
8/12/2013
|
700
|
12.7409
|
8/12/2013
|
(1,500)
|
12
|
8/13/2013
|
10,000
|
13.0036
|
8/14/2013
|
2,000
|
12.9722
|
8/14/2013
|
8,000
|
13.0318
|
8/16/2013
|
(25,800)
|
12
|
9/4/2013
|
2,000
|
12.9779
|
9/4/2013
|
2,000
|
12.9841
|
9/10/2013
|
4,000
|
12.9726
|
9/10/2013
|
10,000
|
12.91
|
9/16/2013
|
2,000
|
12.9692
|
9/16/2013
|
10,000
|
12.98
|
9/18/2013
|
18,190
|
13.0966
|
9/18/2013
|
575
|
12.93
|
9/19/2013
|
22,944
|
13.6679
|
CISIP No. 8007T101
|
SCHEDULE 13D/A
|
Page
17
of 17 Pages
|
9/20/2013
|
(2,500)
|
11
|
9/20/2013
|
(6,960)
|
14.0374
|
9/20/2013
|
(400)
|
14.2165
|
9/20/2013
|
520
|
13.8954
|
9/20/2013
|
2,393
|
13.8628
|
9/23/2013
|
2,000
|
13.8727
|
9/23/2013
|
6,600
|
13.882
|
9/23/2013
|
1,400
|
13.8847
|
9/27/2013
|
13,908
|
13.5949
|
9/27/2013
|
8,942
|
14.1384
|
Nutrisystem (NASDAQ:NTRI)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Nutrisystem (NASDAQ:NTRI)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024