NN INC — Director's Dealing 2015

May 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NN INC (NNBR)
CIK: 0000918541
Period of Report: 2015-04-30

Reporting Person: KELLY WILLIAM C JR (VP, Chief Adm. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-30	Common Stock	A	1655	—	Acquired	33714	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-30	Performance Rights	$	A	1655	Acquired		Common Stock (1655)	Direct

Footnotes

F1: Shares are restricted stock, which vest over a period of three years beginning on April 30, 2015.

F2: Each performance right represents a contingent right to receive one share of common stock of NN, Inc. (the "Issuer").

F3: The vesting of the performance rights is based on the relative total shareholder return ("TSR") of the Issuer, as compared to the TSR of the S&P SmallCap 600 Index over the period beginning on February 1, 2015 and ending December 31, 2017. The Performance rights will vest on December 31, 2017 subject to the reporting person's continuous employment through December 31, 2017 and subject to certain conditions as set forth in the Issuer's 2011 Stock Incentive Plan. Performance rights granted represent the right to receive the target shares, and actual performance rights earned may be between 50% and 150% of the target shares. Performance rights that do not vest on December 30, 2017 expire automatically.