NN INC — Director's Dealing 2016

Mar 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NN INC (NNBR)
CIK: 0000918541
Period of Report: 2016-03-16

Reporting Person: BURWELL THOMAS C. Jr. (VP-CAO and Corporate Controlle)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-16	Common Stock	A	3945	—	Acquired	31044	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-16	Performance Rights	$	A	3945	Acquired		Common Stock (3945)	Direct

Footnotes

F1: Shares are restricted stock which vest in three equal annual installments beginning on March 16, 2017.

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 January 1, 2016 and ending December 31, 2018. The performance rights will vest on December 31, 2018 subject to the reporting person's continuous employment through December 31, 2018 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 31, 2018 expire automatically.