SEC Form SC 13D/A filed by NN Inc. (Amendment)

John Barrett

Corre Partners Management, LLC

12 East 49^th Street, 40^th Floor,

New York, NY 10017

Telephone Number: 646-863-7152

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

The Fund is principally engaged in the business of investing in securities. The principal business address of the Fund is 12 East 49^th Street, 40^th Floor, New York, NY 10017.

The General Partner is principally engaged in the business of serving as general partner and/or managing member to private investment vehicles, including the Fund. The principal business address of the General Partner is 12 East 49^th Street, 40^th Floor, New York, NY 10017.

The Investment Adviser is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to private investment vehicles, including the Fund. The principal business address of the Investment Adviser is 12 East 49^th Street, 40^th Floor, New York, NY 10017.

Mr. Barrett and Mr. Soderlund are the co-owners and managing members of the General Partner and the Investment Adviser. The business address of each of Mr. Barrett and Mr. Soderlund is 12 East 49^th Street, 40^th Floor, New York, NY 10017.

The Reporting Persons originally acquired the Shares for investment purposes. The Reporting Persons have had discussions with certain representatives of the Issuer and management of the Issuer. The Reporting Persons have entered into a Cooperation Agreement with Issuer pursuant to which the Issuer increased the size of the Issuer’s Board of Directors (the “Board”) from 9 to 10 directors and appointed Dr. Rajeev Gautam to fill the newly created directorship on the recommendation of the Reporting Persons. The Cooperation Agreement is further described in Item 6 below.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors, including the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, other securities or derivative instruments related thereto or selling some or all of their Shares, other securities or derivative instruments, engaging in hedging or similar transactions with respect to the Shares and, alone or with others, may engage in communications with directors and officers of the Issuer, other stockholders of the Issuer or other third parties or may take steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review.   Such discussions and other actions may relate to various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including Board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or its subsidiaries; changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above.

As of the date hereof (i) the Fund may be deemed to be the beneficial owner of 5,517,802 Shares, constituting 12.6% of the Shares in the aggregate and (ii) each of the General Partner, the Investment Adviser, Mr. Barrett and Mr. Soderlund may be deemed to be the beneficial owner of 6,423,537 Shares, constituting 14.7% of the Shares in the aggregate, in each case based upon 43,772,352 Shares outstanding at March 31, 2023, as determined based on reports by the Issuer.

The Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 5,517,802 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 5,517,802 Shares.

The General Partner has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,423,537 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 6,423,537 Shares.

The Investment Adviser has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,423,537 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 6,423,537 Shares.

Mr. Barrett has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,423,537 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 6,423,537 Shares.

Mr. Soderlund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,423,537 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 6,423,537 Shares.

The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open market transactions.

(e)

N/A

The Fund and other private investment vehicles managed by the Investment Adviser (the “Corre Holders”) hold common stock purchase warrants of the Issuer (the “Warrants”), pursuant to the terms of that certain Securities Purchase Agreement, dated December 5, 2019 (the “Purchase Agreement”). See Exhibit C for the Purchase Agreement.

The Warrants are exercisable, in full or in part, at any time prior to the seventh anniversary of their issuance, at an exercise price of $11.25 per share, subject to customary anti-dilution adjustments in the event of future below market issuances, stock splits, stock dividends, combinations or similar events set forth in the Warrants. The Warrants held by the Reporting Persons are subject to limitations on the right to exercise to the extent that after giving effect to such issuance after exercise, the Reporting Persons (together with the Reporting Persons’ affiliates, any other accounts managed by or over which the Investment Adviser or one of its affiliates has discretionary investment authority, or any other person or entity whose beneficial ownership of Shares would be aggregated with such persons’ beneficial ownership for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934), would beneficially own Shares in excess of 9.99% of the number of Shares outstanding (measured after giving effect to the issuance of Shares issuable upon exercise of the Warrants). See Exhibit D for the Warrants.

In connection with the issuance of certain Series B Convertible Preferred Stock of the Issuer, par value $0.01 per share (the “Preferred Stock”), previously held by the Corre Holders, all of which has been redeemed by the Issuer for cash, the Issuer entered into a registration rights agreement with the purchasers to provide certain customary demand registration rights exercisable beginning on March 31, 2021, with respect to their shares of common stock, including those underlying the Preferred Stock and Warrants, shares of Preferred Stock, and the Warrants. See Exhibit E for the Registration Rights Agreement.

The Reporting Persons have entered into a Cooperation Agreement with the Issuer as of May 13, 2021. Pursuant to the Cooperation Agreement, the Issuer increased the size of the Board from 9 to 10 directors and appointed Dr. Rajeev Gautam to fill the newly created directorship.  Dr. Gautam will serve as a director with an initial term expiring at the Issuer’s 2021 annual meeting and will be included in the Issuer’s slate of director nominees for election at the 2021 and 2022 annual meeting. The Cooperation Agreement requires the Reporting Persons to, at the Issuer’s 2021 annual meeting and at any meeting of the Issuer’s stockholders held prior to the date of termination of the Standstill Period (as defined below), vote all of its Shares in favor of the election of directors nominated by the Board and otherwise in accordance with the Board’s recommendation with respect to all other matters, subject to certain exceptions for extraordinary transactions, adoption of corporate defenses, and matters with a contrary recommendation from either or both Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC. The Cooperation Agreement, among other things, contains certain customary standstill restrictions that apply to the Reporting Persons during the period from May 13, 2021 until the date that is 20 calendar days prior to the last day of the advance notice period for the submission by shareholders of director nominations for the Issuer’s 2023 annual meeting, as set forth in the advance notice provisions of the Issuer’s Amended and Restated Bylaws (the “Standstill Period”).  During the Standstill Period, the Reporting Persons are, among other things, restricted from engaging in any solicitation of proxies or written consents relating to the Issuer, acquiring any assets of the Issuer, or acquiring any voting stock that would result in the Reporting Persons having beneficial ownership of more than 15.0% of the Issuer’s outstanding common stock. See Exhibit F for the Cooperation Agreement.

The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described above and/or incorporated herein by reference.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares

Exhibit C: Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by the Issuer on December 11, 2019)

Exhibit D: Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC by the Issuer on December 11, 2019)

Exhibit E: Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by the Issuer on December 11, 2019)

Exhibit F: Cooperation Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by the Issuer on May 14, 2021)

Corre Opportunities Qualified Master Fund, LP*

By: Corre Partners Advisors, LLC, its general partner

Name: Eric Soderlund

Title: Managing Member

Name: Eric Soderlund

Title: Managing Member

Name: Eric Soderlund

Title: Managing Member

Eric Soderlund*

Corre Opportunities Qualified Master Fund, LP

By: Corre Partners Advisors, LLC, its general partner

Name: Eric Soderlund

Title: Managing Member

Name: Eric Soderlund

Title: Managing Member

Name: Eric Soderlund

Title: Managing Member

Eric Soderlund

Date of Transaction

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