Nortek Inc (NTK): Gates Capital Management Reports 20.4% Stake

Page 8 of 11 – SEC Filing

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of the transactions referenced above, 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, and 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, subject to the Tender and Support Agreement, including, without limitation, having discussions with the directors, management and other interested parties of the relevant entities in connection with the transactions contemplated by the Tender and Support Agreement, purchasing additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”), disposing of any or all of their Securities, in the open market or otherwise, at any time and from time to time, and engaging in any hedging or similar transactions with respect to the Securities.  The Reporting Persons reserve the right to change 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 of shares of Common Stock to which this Schedule 13D relates is 3,260,633 shares of Common Stock, constituting approximately 20.4% of the outstanding Common Stock. All percentages set forth herein are based upon a total of 16,008,461 shares of Common Stock outstanding as of July 5, 2016, as reported directly to the Reporting Persons by the Issuer.
(b) Each of the Reporting Persons has the shared power to vote or to direct the vote or to dispose or to direct the disposition of 3,260,633 shares of Common Stock.
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Annex B hereto and is incorporated by reference herein.
(d) Not applicable.
(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 1 to this Schedule 13D and is incorporated by reference herein. In addition, the Reporting Persons are parties to the Tender and Support Agreement, a description of which is set forth in Item 4 of this Schedule 13D and incorporated by reference into this Item 6.
Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the Common Stock.

Item 7.

EXHIBITS

Exhibit	Description
1	Joint Filing Agreement, dated July 6, 2016.

2	Tender and Support Agreement, dated July 6, 2016.