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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Equity Swap (obligation to sell) | $ 34.63 | 05/19/2006 | X/K(1) | 75,000 (1) | 05/19/2006 | 05/19/2006 | Common Stock | 75,000 | (1) | 0 | D | ||||
| Equity Swap (obligation to sell) | $ 34.63 | 05/19/2006 | X/K(7) | 75,000 (7) | 05/19/2006 | 05/19/2006 | Common Stock | 75,000 | (7) | 0 | I | By Westover Investments (4) | |||
| Equity Swap (obligation to sell) | $ 25.2 | 05/19/2006 | X/K(2) | 75,000 (2) | 05/19/2006 | 05/19/2006 | Common Stock | 75,000 | (2) | 0 | D | ||||
| Equity Swap (obligation to sell) | $ 25.2 | 05/19/2006 | X/K(8) | 75,000 (8) | 05/19/2006 | 05/19/2006 | Common Stock | 75,000 | (8) | 0 | I | By Westover Investments (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LITTLE PAUL F NAUTILUS,INC. 16400 SE NAUTILUS DRIVE VANCOUVER, WA 98683 |
X | |||
| William D. Meadowcroft, by power of attorney | 05/22/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On May 19, 2006, upon the settlement of an equity swap agreement entered into by and between the reporting person and a securities broker on June 19, 2001, the broker paid to the reporting person $1,407,592.43, representing the difference between $34.63 and $15.8639421, the value of NLS common stock on the settlement date for each of the shares subject to the agreement. The value of NLS common stock on the settlement date was determined on the basis of the price paid at which the broker completed the unwind of its hedge position in respect to the transaction. The termination of the equity swap and the reported sale of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereof. All share totals and prices have been adjusted to reflect a 3 for 2 stock split effective August 2001. |
| (2) | On May 19, 2006, upon the settlement of an equity swap agreement entered into by and between the reporting person and a securities broker on June 19, 2001, the broker paid to the reporting person $700,435.31, representing the difference between $25.20 and $15.8639421, the value of NLS common stock on the settlement date for each of the shares subject to the agreement. The value of NLS common stock on the settlement date was determined on the basis of the price paid at which the broker completed the unwind of its hedge position in respect to the transaction. The termination of the equity swap and the reported sale of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereof. All share totals and prices have been adjusted to reflect a 3 for 2 stock split effective August 2001. |
| (3) | The listed number represents the average sales price. The individual sales prices ranged from $16.17 to $16.39. |
| (4) | All indirectly-owned securities are held by Westover Investments, Inc., of which reporting person is the sole shareholder and director. |
| (5) | The listed number represents the average sales price. The individual sales prices ranged from $16.03 to $16.48. |
| (6) | The listed number represents the average sales price. The individual sales prices ranged from $15.41 to $16.18. |
| (7) | On May 19, 2006, upon the settlement of an equity swap agreement entered into by and between Westover Investments, Inc. and a securities broker on June 19, 2001, the broker paid to Westover Investments, Inc. $1,407,592.43, representing the difference between $34.63 and $15.8639421, the value of NLS common stock on the settlement date for each of the shares subject to the agreement. The value of NLS common stock on the settlement date was determined on the basis of the price paid at which the broker completed the unwind of its hedge position in respect to the transaction. The termination of the equity swap and the reported sale of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereof. All share totals and prices have been adjusted to reflect a 3 for 2 stock split effective August 2001. |
| (8) | On May 19, 2006, upon the settlement of an equity swap agreement entered into by and between Westover Investments, Inc. and a securities broker on June 19, 2001, the broker paid to Westover Investments, Inc. $700,435.31, representing the difference between $25.20 and $15.8639421, the value of NLS common stock on the settlement date for each of the shares subject to the agreement. The value of NLS common stock on the settlement date was determined on the basis of the price paid at which the broker completed the unwind of its hedge position in respect to the transaction. The termination of the equity swap and the reported sale of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereof. All share totals and prices have been adjusted to reflect a 3 for 2 stock split effective August 2001. |