CHRISTOPHER S. KIPER
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
|
|
|
|
|
1,418,488
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,418,488
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,418,488
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.82%
|
|
|
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
|
|
|
|
|
66,855
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
66,855
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
66,855
|
|
|
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
|
|
|
|
|
52,347
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
52,347
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
52,347
|
|
|
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
|
|
|
|
|
1,537,690
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,537,690
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,537,690
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.22%
|
|
|
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
|
|
|
|
|
1,537,690
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,537,690
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,537,690
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.22%
|
|
|
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
|
|
|
|
|
1,537,690
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,537,690
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,537,690
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.22%
|
|
|
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
|
|
|
|
|
1,537,690
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,537,690
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,537,690
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.22%
|
|
|
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
|
|
|
|
|
1,537,690
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
1,537,690
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1,537,690
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.22%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This
statement relates to the Common Stock, $0.001 par value per share (the “Shares”), of Nutrisystem, Inc.,
a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is
Nutrisystem, Inc., Fort Washington Executive Center, 600 Office Center Drive, Fort Washington, Pennsylvania 19034.
|
Item 2.
|
Identity and Background.
|
(a) This
statement is filed by:
|
(i)
|
Legion Partners, L.P. I, a Delaware limited partnership (“Legion Partners I”);
|
|
(ii)
|
Legion Partners, L.P. II, a Delaware limited partnership (“Legion Partners II”);
|
|
(iii)
|
Legion Partners Special Opportunities, L.P. X, a Delaware limited partnership (“Legion Partners Special X”);
|
|
(iv)
|
Legion Partners, LLC, a Delaware limited liability company, which serves as the general partner
of each of Legion Partners I, Legion Partners II and Legion Partners Special X;
|
|
(v)
|
Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion Partners
Asset Management”), which serves as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special X;
|
|
(vi)
|
Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion Partners Holdings”),
which serves as the sole member of Legion Partners Asset Management and sole member of Legion Partners, LLC;
|
|
(vii)
|
Christopher S. Kiper, who serves as a managing director of Legion Partners Asset Management and
a managing member of Legion Partners Holdings; and
|
|
(viii)
|
Raymond White, who serves as a managing director of Legion Partners Asset Management and a managing
member of Legion Partners Holdings.
|
Each of the
foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of
the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of 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
is 9401 Wilshire Boulevard, Suite 705, Beverly Hills, California 90212.
(c) The
principal business of each of Legion Partners I, Legion Partners II, and Legion Partners Special X is
investing in securities. The principal business of Legion Partners, LLC is serving as the general partner of each of Legion
Partners I, Legion Partners II and Legion Partners Special X. The principal business of Legion Partners Asset Management
is managing investments in securities and serving as the investment advisor of each of Legion Partners I, Legion Partners II
and Legion Partners Special X. The principal business of Legion Partners Holdings is serving as the sole member of Legion
Partners Asset Management and sole member of Legion Partners, LLC. The principal occupation of each of Messrs. Kiper and
White is serving as a managing director of Legion Partners Asset Management and a managing member of Legion Partners
Holdings.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Messrs.
Kiper and White are citizens of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
The Shares
purchased by each of Legion Partners I, Legion Partners II, and Legion Partners Special X 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 1,418,488 Shares owned directly by Legion Partners I is approximately $47,234,613, including brokerage
commissions. The aggregate purchase price
of the 66,855 Shares owned directly by Legion Partners II is approximately $2,286,082, including brokerage commissions. The
aggregate purchase price of the 52,347 Shares owned directly by Legion Partners Special X is approximately $1,883,888,
including brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were
undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment
opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or
sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through,
among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms
and at such times as the Reporting Persons may deem advisable.
The Reporting Persons believe that the current market price
of the Shares does not reflect the Issuer’s intrinsic value. In the Reporting Persons’ view, one of the key areas
that does not appear to be well understood or fully appreciated by the market is the opportunity for the Issuer to improve
the efficiency of its approximately $200 million annual marketing expense. Historically, the Issuer has relied primarily on
short form television marketing. Further, the Issuer’s cost of acquiring an individual customer has increased annually
from approximately $184 in 2007 to over $300 in 2017 (per the Reporting Persons’ estimates). The Reporting Persons believe
that the Issuer can lower customer acquisition costs materially over the next several years by shifting its media mix to more
effective digital marketing channels and initiatives. In addition, the Reporting Persons believe improvements to the Issuer’s
digital product portfolio (website, mobile application, social media presence, etc.) can substantially increase customer lifetime
value. The impact of gaining marketing efficiencies through digital advertising and upgrading the digital product portfolio
should be reflected in a rapid expansion in the profitability of the Issuer. The Reporting Persons estimate that if the Issuer
can improve its overall digital strategy and marketing efficiency, the resulting decline in customer acquisition costs and
reacceleration in customer growth could double reported earnings per share from $1.90 in fiscal 2017 to almost $4.00 in fiscal
2020, causing the valuation of the Issuer’s Shares to move from current prices to approximately $90 per share. The Reporting
Persons note that the Issuer’s management team has begun the pivot towards a modern digital strategy. The Reporting
Persons are highly focused on collaborating with the Issuer’s management and the board of directors (the “Board”)
to significantly accelerate and improve these efforts in order to drive a substantial increase in the Issuer’s profitability.
As part of this improvement initiative, the Reporting Persons may seek to add certain digital marketing and product development
expertise to the Issuer’s Board.
No Reporting Person has any present plan or proposal which would relate to or result
in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as
would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons
intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation,
the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities
markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect
to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with
management and the Board, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting
Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board
structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of
their Shares, entering into financial instruments or other agreements that increase or decrease the Reporting Persons’
economic or beneficial exposure with respect to their investment in the Issuer, engaging in short selling of or any hedging
or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention
with respect to any and all matters referred to in Item 4.
|
Item 5.
|
Interest in Securities of the Issuer
.
|
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 29,444,025 Shares outstanding as of
July 25, 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 August 1, 2018.
|
(a)
|
As of the close of business on August 2, 2018, Legion Partners I beneficially owned 1,418,488 Shares.
|
Percentage: Approximately
4.82%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,418,488
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,418,488
|
|
(c)
|
The transactions in the Shares by Legion Partners I during the past 60 days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on August 2, 2018, Legion Partners I beneficially owned 66,855 Shares.
|
Percentage: Less than
1.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 66,855
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 66,855
|
|
(c)
|
The transactions in the Shares by Legion Partners II during the past 60 days 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 August 2, 2018, Legion Partners Special X beneficially owned
52,347 Shares.
|
Percentage: Less than 1.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 52,347
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 52,347
|
|
(c)
|
The transactions in the Shares by Legion Partners Special X during the past 60 days are set
forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special X, Legion Partners, LLC may be deemed the beneficial owner of the (i) 1,418,488 Shares owned by Legion Partners I, (ii) 66,855
Shares owned by Legion Partners II, and (iii) 52,347 Shares owned by Legion Partners Special X.
|
Percentage: Approximately
5.22%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,537,690
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,537,690
|
|
(c)
|
Legion Partners, LLC has not entered into any transactions in the Shares during the past 60 days.
The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special X during the past
60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
E.
|
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) 1,418,488 Shares owned by Legion Partners
I, (ii) 66,855 Shares owned by Legion Partners II, and (iii) 52,347 Shares owned by Legion Partners Special X.
|
Percentage: Approximately
5.22%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,537,690
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,537,690
|
|
(c)
|
Legion Partners Asset Management has not entered into any transactions in the Shares during the
past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special X
during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
F.
|
Legion Partners Holdings
|
|
(a)
|
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) 1,418,488 Shares owned by Legion Partners I, (ii) 66,855 Shares
owned by Legion Partners II, and (iii) 52,347 Shares owned by Legion Partners Special X.
|
Percentage: Approximately
5.22%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,537,690
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,537,690
|
|
(c)
|
Legion Partners Holdings has not entered into any transactions in the Shares during the past 60
days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special X during the
past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
|
G.
|
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) 1,418,488 Shares owned by Legion Partners
I, (ii) 66,855 Shares owned by Legion Partners II, and (iii) 52,347 Shares owned by Legion Partners Special X.
|
Percentage: Approximately
5.22%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,537,690
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,537,690
|
|
(c)
|
None of Messrs. Kiper or White has entered into any transactions in the Shares during the past
60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special X during
the past 60 days are set forth in Schedule A and are incorporated herein by reference.
|
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.
(d) No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
(e) Not
applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Schedule A is incorporated
herein by reference, to this Item 6.
Legion Partners
I has sold short in over the counter market American-style put options referencing an aggregate of 7,400 Shares, which have
an exercise price of $40.00 and expire on August 17, 2018, as further detailed on Schedule A hereto, which is incorporated by
reference herein.
Legion Partners II
has sold short in over the counter market American-style put options referencing an aggregate of 600 Shares, which have an exercise
price of $40.00 and expire on August 17, 2018, as further detailed on Schedule A hereto, which is incorporated by reference herein.
On August 2, 2018, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of Statements on Schedule 13D with respect to the securities of the Issuer, to the extent required
by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
|
99.1
|
Joint Filing Agreement by and among Legion Partners, L.P. I, a Delaware limited partnership,
Legion Partners, L.P. II, a Delaware limited partnership,
Legion Partners Special Opportunities, L.P. X, a Delaware limited
partnership, Legion Partners, LLC, a Delaware limited liability company, Legion Partners Asset Management, LLC, a Delaware
limited liability company, Legion Partners Holdings, LLC, a Delaware limited liability company, Christopher S. Kiper, and
Raymond White, dated August 2, 2018.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 2, 2018
|
By:
|
Legion Partners Asset Management, LLC
Investment Advisor
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
Title:
|
Managing Director
|
|
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
|
|
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 During the Past
Sixty (60) Days
Nature of Transaction
|
Date of
Purchase/Sale
|
Securities
Purchased/(Sold)
|
Price ($)
|
Legion
Partners, L.P. I
Sale of August 2018 Put Option ($40
Strike Price)
1
|
07/12/2018
|
-74
|
4.19
|
Purchase of Common Stock
|
07/12/2018
|
742
|
38.50
|
Purchase of Common Stock
|
07/12/2018
|
65,053
|
38.44
|
Purchase of Common Stock
|
07/13/2018
|
15,895
|
38.43
|
Purchase of Common Stock
|
07/18/2018
|
1,392
|
38.48
|
Purchase of Common Stock
|
07/19/2018
|
20,238
|
39.96
|
Purchase of Common Stock
|
07/20/2018
|
88,743
|
39.98
|
Purchase of Common Stock
|
07/23/2018
|
29,743
|
39.98
|
Purchase of Common Stock
|
07/24/2018
|
69,808
|
39.93
|
Purchase of Common Stock
|
07/27/2018
|
17,593
|
39.89
|
1
Represents American-style put option sold short in
the over-the-counter market with an expiration date of August 17, 2018.
Legion
Partners, L.P. II
Sale of August 2018 Put Option ($40
Strike Price)
1
|
07/12/2018
|
-6
|
4.19
|
Purchase of Common Stock
|
07/12/2018
|
58
|
38.50
|
Purchase of Common Stock
|
07/12/2018
|
5,042
|
38.44
|
Purchase of Common Stock
|
07/13/2018
|
1,232
|
38.43
|
Purchase of Common Stock
|
07/18/2018
|
108
|
38.48
|
Purchase of Common Stock
|
07/19/2018
|
1,557
|
39.96
|
Purchase of Common Stock
|
07/20/2018
|
6,825
|
39.98
|
Purchase of Common Stock
|
07/23/2018
|
1,856
|
39.98
|
Purchase of Common Stock
|
07/24/2018
|
4,355
|
39.93
|
|
Purchase of Common Stock
|
07/27/2018
|
1,097
|
39.89
|
1
Represents American-style put option sold short in
the over-the-counter market with an expiration date of August 17, 2018.
Legion Partners Special Opportunities, L.P. X
Purchase of Common Stock
|
06/12/2018
|
29,292
|
35.97
|
Purchase of Common Stock
|
06/13/2018
|
23,055
|
35.99
|
JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the
Shares of Common Stock, $0.001 par value per share, of Nutrisystem, Inc. This Joint Filing Agreement shall be filed as an
Exhibit to such Statement.
Dated: August 2, 2018
|
By:
|
Legion Partners Asset Management, LLC
Investment Advisor
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
Title:
|
Managing Director
|
|
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
|
|
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
|