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NN INC — Major Shareholding Notification 2019
Dec 13, 2019
34157_mrq_2019-12-13_b4a059b4-44fd-4d26-be24-620256a93c30.zip
Major Shareholding Notification
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SC 13D/A 1 sc13da509050027_12132019.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5) 1
NN, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
629337106
(CUSIP Number)
CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
9401 Wilshire Blvd, Suite 705
Beverly Hills, CA 90212
(424) 253-1773
STEVE WOLOSKY, ESQ.
ELIZABETH GONZALEZ-SUSSMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 2019
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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1 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 ).
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CUSIP No. 629337106
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners, L.P. I | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 2,951,495 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 2,951,495 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,951,495 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 6.98% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
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2
CUSIP No. 629337106
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners, L.P. II | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 163,119 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 163,119 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 163,119 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
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3
CUSIP No. 629337106
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners Special Opportunities, L.P. XI | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 770,703 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 770,703 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 770,703 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 1.82% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
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4
CUSIP No. 629337106
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 3,885,317 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,885,317 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,885,317 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.18% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
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5
CUSIP No. 629337106
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners Asset Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 3,885,317 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,885,317 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,885,317 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.18% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IA |
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CUSIP No. 629337106
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners Holdings, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 3,885,617 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,885,617 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,885,617 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.18% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Christopher S. Kiper | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 3,885,617 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,885,617 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,885,617 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.18% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Raymond White | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 3,885,617 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,885,617 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,885,617 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.18% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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CUSIP No. 629337106
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The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (the “Amendment No. 5”). This Amendment No. 5 amends and restates the Schedule 13D as specifically set forth herein.
Item 4. Purpose of Transaction .
Item 4 is hereby amended to add the following:
On December 11, 2019, the Financing Transaction closed and the Series B Preferred Stock and Warrants were issued pursuant to the terms of the Purchase Agreement. The Warrants held by the Legion Investors may not be exercised until following the first meeting of stockholders of the Issuer at which a vote is held on a proposal with respect to the Stockholder Approval.
Copies of the Certificate of Designation, the Warrants and the Registration Rights Agreement, which are defined and described in Amendment No. 4 to the Schedule 13D, are filed as Exhibit 3.1, Exhibit 4.1 and Exhibit 10.2, respectively, in the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2019 and are incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .
Item 6 is hereby amended to add the following:
Item 4 as disclosed in this Amendment No. 5 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits .
Item 7 is hereby amended to add the following exhibits:
99.1 Certificate of Designation of Series B Convertible Preferred Stock, dated December 11, 2019 (incorporated by reference to Exhibit 3.1 of the Issuer’s Current Report on Form 8-K filed with SEC on December 11, 2019).
99.2 Form of Common Stock Purchase Warrant, dated December 11, 2019 (incorporated by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed with SEC on December 11, 2019).
99.3 Registration Rights Agreement, dated December 11, 2019 (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed with SEC on December 11, 2019).
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CUSIP No. 629337106
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 13, 2019
| Legion Partners, L.P. I — By: | Legion Partners Asset Management, LLC | |
|---|---|---|
| Investment Advisor | ||
| By: | /s/ Christopher S. Kiper | |
| Name: | Christopher S. Kiper | |
| Title: | Managing Director |
| Legion Partners, L.P. II — By: | Legion Partners Asset Management, LLC | |
|---|---|---|
| Investment Advisor | ||
| By: | /s/ Christopher S. Kiper | |
| Name: | Christopher S. Kiper | |
| Title: | Managing Director |
| Legion Partners Special Opportunities, L.P. XI — By: | Legion Partners Asset Management, LLC | |
|---|---|---|
| Investment Advisor | ||
| By: | /s/ Christopher S. Kiper | |
| Name: | Christopher S. Kiper | |
| Title: | Managing Director |
| Legion Partners, LLC — By: | Legion Partners Holdings, LLC | |
|---|---|---|
| Managing Member | ||
| By: | /s/ Christopher S. Kiper | |
| Name: | Christopher S. Kiper | |
| Title: | Managing Member |
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| /s/ Christopher S. Kiper | |
|---|---|
| Name: | Christopher S. Kiper |
| Title: | Managing Director |
| /s/ Christopher S. Kiper | |
|---|---|
| Name: | Christopher S. Kiper |
| Title: | Managing Member |
| /s/ Christopher S. Kiper |
|---|
| Christopher S. Kiper |
| /s/ Raymond White |
| Raymond White |
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