Filing Details

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. 2)¹

Nutrisystem, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

67069D108

(CUSIP Number)

CHRISTOPHER S. KIPER

LEGION PARTNERS ASSET MANAGEMENT, LLC

9401 Wilshire Blvd, Suite 705

Beverly Hills, CA 90212

(310) 729-8588

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 18, 2018

(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.

 

 

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).

	1		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							1,019,566
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,019,566
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,019,566
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.47%
	14		TYPE OF REPORTING PERSON
				PN

  

1

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

58,136

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

58,136

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

58,136

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

  

 

1

NAME OF REPORTING PERSON

Legion Partners Special Opportunities, L.P. X

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

38,023

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

38,023

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

38,023

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

  

 

	1		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
				OO
	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							1,115,725
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,115,725
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,115,725
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.79%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		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
				OO
	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							1,115,725
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,115,725
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,115,725
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.79%
	14		TYPE OF REPORTING PERSON
				IA

  

 

	1		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
				OO
	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							1,115,825
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,115,825
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,115,825
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.79%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		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
				OO
	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							1,115,825
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,115,825
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,115,825
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.79%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		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
				OO
	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							1,115,825
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,115,825
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,115,825
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.79%
	14		TYPE OF REPORTING PERSON
				IN

  

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends and restates the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated in its entirety as follows:

The Shares purchased by each of Legion Partners I, Legion Partners II, Legion Partners Special X, and Legion Partners Holdings were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference.

The aggregate purchase price of the 1,019,566 Shares owned directly by Legion Partners I is approximately $31,904,922, including brokerage commissions. The aggregate purchase price of the 58,136 Shares owned directly by Legion Partners II is approximately $1,849,112, including brokerage commissions. The aggregate purchase price of the 38,023 Shares owned directly by Legion Partners Special X is approximately $1,368,290, including brokerage commissions. The aggregate purchase price of the 100 Shares owned directly by Legion Partners Holdings is approximately $4,037, including brokerage commissions.

 

Item 5.

Interest in Securities of the Issuer.

 

Items 5(a)-(c) are hereby amended and restated in their entirety as follows:

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 29,418,118 Shares outstanding as of October 24, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2018.

 

A.

Legion Partners I

(a)

As of the close of business on December 19, 2018, Legion Partners I beneficially owned 1,019,566 Shares.

Percentage: Approximately 3.47%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,019,566 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,019,566

 

(c)

The transactions in the Shares by Legion Partners I since the filing of Amendment 1 are set forth in Schedule A and are incorporated herein by reference.

B.

Legion Partners II

(a)

As of the close of business on December 19, 2018, Legion Partners II beneficially owned 58,136 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 58,136 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 58,136

 

(c)

The transactions in the Shares by Legion Partners II since the filing of Amendment 1 are set forth in Schedule A and are incorporated herein by reference.

C.

Legion Partners Special X

(a)

As of the close of business on December 19, 2018, Legion Partners Special X beneficially owned 38,023 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 38,023 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 38,023

 

(c)

The transactions in Shares by Legion Partners Special X since the filing of Amendment 1 are set forth in Schedule A and are incorporated herein by reference.

D.

Legion Partners, LLC

(a)

As the general partner of each of Legion Partners I and Legion Partners II and Legion Partners Special X, Legion Partners, LLC may be deemed the beneficial owner of the (i) 1,019,566 Shares owned by Legion Partners I, (ii) 58,136 Shares owned by Legion Partners II, and (iii) 38,023 Shares owned by Legion Partners Special X.

Percentage: Approximately 3.79%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,115,725 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,115,725

 

(c)

Legion Partners, LLC has not entered into any transactions in the Shares since the filing of Amendment 1. The transactions in the Shares on behalf of Legion Partners I, Legion Partners II, and Legion Partners Special X since the filing of Amendment 1 are set forth in Schedule A and are incorporated herein by reference.

D.

Legion Partners Asset Management

(a)

Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special X, may be deemed the beneficial owner of the (i) 1,019,566 Shares owned by Legion Partners I, (ii) 58,136 Shares owned by Legion Partners II, and (iii) 38,023 Shares owned by Legion Partners Special X.

Percentage: Approximately 3.79%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,115,725 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,115,725

 

(c)

Legion Partners Asset Management has not entered into any transactions in the Shares since the filing of Amendment 1. The transactions in the Shares on behalf of Legion Partners I, Legion Partners II, and Legion Partners Special X since the filing of Amendment 1 are set forth in Schedule A and are incorporated herein by reference.

E.

Legion Partners Holdings

(a)

As of the close of business on December 19, 2018, Legion Partners Holdings directly owned 100 Shares. Legion Partners Holdings, as the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC, may be deemed the beneficial owner of the (i) 1,019,566 Shares owned by Legion Partners I, (ii) 58,136 Shares owned by Legion Partners II, and (iii) 38,023 Shares owned by Legion Partners Special X.

Percentage: Approximately 3.79%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,115,825 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,115,825

 

(c)

Legion Partners Holdings has not entered into any transactions in the Shares since the filing of Amendment 1. The transactions in the Shares on behalf of Legion Partners I, Legion Partners II, and Legion Partners Special X since the filing of Amendment 1 are set forth in Schedule A and are incorporated herein by reference.

F.

Messrs. Kiper and White

(a)

Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 1,019,566 Shares owned by Legion Partners I, (ii) 58,136 Shares owned by Legion Partners II, (iii) 38,023 Shares owned by Legion Partners Special X, and (iv) 100 Shares owned by Legion Partners Holdings.

Percentage: Approximately 3.79%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,115,825 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,115,825

 

(c)

None of Messrs. Kiper and White has entered into any transactions in the Shares since the filing of Amendment 1. The transactions in the Shares on behalf of Legion Partners I, Legion Partners II, and Legion Partners Special X since the filing of Amendment 1 are set forth in Schedule A and are incorporated herein by reference.

As of December 18, 2018, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares of the Issuer.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety:

99.1

Cooperation Agreement, dated December 19, 2018 by and among Legion Partners I, Legion Partners II, Legion Partners Special X, Legion Partners, LLC, Legion Partners Asset Management, Legion Partners Holdings, and Messrs. Kiper and White.

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 19, 2018

	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. X
	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

 

	Legion Partners Asset Management, LLC
	By:	/s/ Christopher S. Kiper
		Name:	Christopher S. Kiper
		Title:	Managing Director

 

	Legion Partners Holdings, LLC
	By:	/s/ Christopher S. Kiper
		Name:	Christopher S. Kiper
		Title:	Managing Member

 

	/s/ Christopher S. Kiper
	Christopher S. Kiper
	/s/ Raymond White
	Raymond White

 

SCHEDULE A

 

Transaction in the Shares Since Amendment 1

 

Nature of Transaction

Date of Purchase/Sale

Securities Purchased/Sold

Price ($)

Legion Partners, L.P. I

Sale of Common Stock

12/18/2018

-182,763

43.9006

Sale of Common Stock 12/18/2018 -91,382 43.9616 Sale of Common Stock 12/19/2018 -91,381 43.9219 Sale of Common Stock 12/19/2018 -40,796 43.8754

Legion Partners, L.P. II

Purchase of Common Stock

10/29/2018

12,150

32.5486

Purchase of Common Stock 10/30/2018 1,700 32.8187 Sale of Common Stock 12/18/2018 -10,421 43.9006 Sale of Common Stock 12/18/2018 -5,211 43.9616 Sale of Common Stock 12/19/2018 -5,211 43.9219 Sale of Common Stock 12/19/2018 -2,326 43.8754

 

Legion Partners Special Opportunities, L.P. X

Sale of Common Stock

12/18/2018

-6,816

43.9006

Sale of Common Stock 12/18/2018 -3,407 43.9616 Sale of Common Stock 12/19/2018 -3,408 43.9219 Sale of Common Stock 12/19/2018 -1,521 43.8754