FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Barr Jim
2. Issuer Name and Ticker or Trading Symbol

NAUTILUS, INC. [ NLS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O NAUTILUS, INC., 17750 SE 6TH WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

7/29/2020
(Street)

VANCOUVER, WA 98683
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 7/29/2020  M  223490 A (1)223490 D  
Common Stock 7/29/2020  F  78635 D$10.66 (2)144855 D  
Common Stock 8/13/2020  S  50000 D$14.321 (3)94855 D  
Common Stock 8/13/2020  S  50000 D$14.0913 (4)44855 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)7/29/2020  M     223490   (5) (5)Common Stock 223490.0 $0 446979 D  

Explanation of Responses:
(1) Restricted stock units ("RSU") convert into common stock on a one-for-one basis.
(2) Represents shares withheld to satisfy the tax liability incident to the vesting of a security issued in accordance with Rule 16b-3.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.30 to $14.35, inclusive. The reporting person undertakes to provide Nautilus, Inc., any securityholder of Nautilus, Inc., or the staff of the Securties & Exchange Commission upon request, full information regarding the number of shares sold at each separate price.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.87 to $14.33, inclusive. The reporting person undertakes to provide Nautilus, Inc., any securityholder of Nautilus, Inc., or the staff of the Securties & Exchange Commission upon request, full information regarding the number of shares sold at each separate price.
(5) On July 29, 2019, the reporting person was granted 670,469 RSUs, vesting in three equal annual installments on July 29, 2020, July 29, 2021 and July 29, 2022, subject to the reporting person's provision of services to the Issuer on such vesting dates. Shares of the Issuer's Common Stock will be delivered to the Reporting Person following vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Barr Jim
C/O NAUTILUS, INC.
17750 SE 6TH WAY
VANCOUVER, WA 98683
X
Chief Executive Officer

Signatures
/s/ Wayne Bolio, Attorney-in-Fact for Jim Barr8/14/2020
**Signature of Reporting PersonDate

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