Senior VP, Human Resources Nixon D. Gail converted options into 1,844 shares, covered exercise/tax liability with 2,120 shares and was granted 25,915 shares, increasing direct ownership by 20% to 153,623 units (SEC Form 4)
$NNBR
Industrial Machinery/Components
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
NN INC [ NNBR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/18/2025 | A(1) | 25,915 | A | $2.55 | 153,899 | D | |||
| Common Stock | 03/18/2025 | M | 1,844(2) | A | (3) | 155,743 | D | |||
| Common Stock | 03/18/2025 | F | 628(4) | D | $2.55 | 155,115 | D | |||
| Common Stock | 03/19/2025 | F | 1,492(5) | D | $2.63 | 153,623 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Rights | (6) | 03/18/2025 | A | 51,830 | (7) | (7) | Common Stock | 51,830 | $0 | 201,677 | D | ||||
| Performance Rights | (3) | 03/18/2025 | M | 1,844 | (2) | (2) | Common Stock | 1,844 | (4) | 199,833 | D | ||||
| Explanation of Responses: |
| 1. Shares are restricted stock and vest in three equal annual installments beginning on March 18, 2026. |
| 2. For the performance rights granted in March 2022: Represents shares earned from a Performance Share Unit ("PSU") award based on NN, Inc.'s (the "Issuer") achievement of total shareholder return ("TSR") as compared to the TSR of a custom S&P "MicroCap" Capital Goods Index measured over 2022-2024. |
| 3. Each PSU represents a contingent right to receive one share of Common Stock of the Issuer. |
| 4. The Reporting Person surrendered shares to the Issuer in order to fulfill tax withholding obligations in connection with the receipt of the PSUs. |
| 5. NN, Inc. (the "Issuer") withheld 1,313 shares from the Reporting Person to cover taxes relating to the vesting of 4,388 shares of restricted stock. |
| 6. Each performance right represents a contingent right to receive one share of common stock of the Issuer. |
| 7. The performance rights will vest pursuant to the terms and subject to the conditions set forth in the Issuer's 2022 Amended and Restated Omnibus Incentive Plan and the applicable Performance Share Unit Award Agreement based on the relative TSR of the Issuer over a one-, two-, and three-year period, as compared to the TSR of a custom subset of the S&P SmallCap 600 Capital Goods Index, plus the Issuer's compensation peers not included in the Index), over the period beginning on January 1, 2025 and ending December 31, 2027. The performance rights granted represent the right to receive the target shares, and actual performance rights earned may be between 25% and 150% of the target shares. |
| Remarks: |
| An updated power of attorney is attached to this Form as Exhibit 24. |
| /s/ Richard F. Mattern by Power of Attorney | 03/20/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||