NN INC — Director's Dealing 2017

Mar 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NN INC (NNBR)
CIK: 0000918541
Period of Report: 2015-03-20

Reporting Person: MANZAGOL L JEFFREY (SVP/GM-Precision Bearings Comp)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-20	Common Stock	P	1500	$23.56	Acquired	21744	Direct
2015-11-06	Common Stock	F	441	$15.75	Disposed	21303	Direct
2016-04-30	Common Stock	F	288	$15.04	Disposed	21015	Direct
2017-03-16	Common Stock	F	671	$22.55	Disposed	20344	Direct
2017-03-17	Common Stock	F	125	$24.20	Disposed	20219	Direct
2017-03-17	Common Stock	A	3836	$0.00	Acquired	24055	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-17	Performance Rights	$	A	3362	Acquired		Common Stock (3362)	Direct

Footnotes

F1: Represents the amount of shares delivered to satisfy applicable tax withholding obligations in connection with the vesting of shares of restricted stock.

F2: Shares are restricted stock and vest in three equal annual installments beginning on March 17, 2018.

F3: Each performance right represents a contingent right to receive one share of common stock of NN, Inc. (the "Issuer").

F4: 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, 2017 and ending December 31, 2019. The performance rights will vest on December 31, 2019 subject to the reporting person's continuous employment through December 31, 2019 and subject to certain conditions as set forth in the Issuer's 2016 Omnibus 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, 2019 expire automatically.