Legion Partners, L.P. II Form 3 Filed 2025-04-21

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person ^*

Legion Partners Holdings, LLC

2. Date of Event Requiring Statement (Month/Day/Year)

03/06/2025

3. Issuer Name and Ticker or Trading Symbol

NN INC [NNBR]

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD., SUITE 1240

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

LOS ANGELES, CA 90025

(City)

(State)

(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

_____ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	3,519,420	I	By: Legion Partners, L.P. I⁽²⁾
Common Stock⁽¹⁾	395,144	I	By: Legion Partners, L.P. II⁽³⁾
Common Stock⁽¹⁾	877,065	I	By: Legion Partners Special Opportunities, L.P. XI⁽⁴⁾
Common Stock⁽¹⁾	300	I	By: Legion Partners Holdings, LLC⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants⁽¹⁾	05/20/2020	12/11/2026	Common Stock	214,095	$11.03	I	By: Legion Partners, L.P. I⁽²⁾
Warrants⁽¹⁾	05/20/2020	12/11/2026	Common Stock	10,905	$11.03	I	By: Legion Partners, L.P. II⁽³⁾
Cash-Settled Total Return Swap⁽¹⁾	⁽⁶⁾	01/30/2029	Common Stock	2,757,857	$2.9853⁽⁷⁾	I	By: Legion Partners, L.P. I⁽²⁾
Cash-Settled Total Return Swap⁽¹⁾	⁽⁶⁾	01/30/2029	Common Stock	246,975	$2.9327⁽⁷⁾	I	By: Legion Partners, L.P. II⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Legion Partners Holdings, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025		X
Legion Partners, L.P. I 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025				See Footnote 1
Legion Partners, L.P. II 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025				See Footnote 1
Legion Partners Special Opportunities, L.P. XI 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025				See Footnote 1
Legion Partners, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025		X
Legion Partners Asset Management, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025		X
Kiper Christopher S 12121 WILSHIRE BLVD SUITE 1240 LOS ANGELES, CA 90025		X
White Raymond T. 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025		X

Explanation of Responses:

1.	This Form 3 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. XI ("Legion Partners Special Opportunities"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Christopher S. Kiper and Raymond T. White (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2.	Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners I.
3.	Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners II.
4.	Securities owned directly by Legion Partners Special Opportunities. General Partner is the general partner of Legion Partners Special Opportunities, Legion Partners Asset Management is the investment advisor of Legion Partners Special Opportunities, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Special Opportunities.
5.	Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Holdings.
6.	Represent certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide economic exposure to the number of notional shares set forth in Column 3. The Swap Agreements provide the holder thereof with economic results that are comparable to the economic results of ownership but do not provide the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap Agreements (the "Subject Shares"). The Reporting Persons do not have the right or ability to convert the Subject Shares into shares of common stock at any time. Each Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein.
7.	Represents the reference price associated with the applicable Swap Agreement.
Remarks: This Form 3 is being filed solely due to a decrease in the number of shares of the Issuer outstanding and not as a result of any acquisition of securities by the Reporting Persons.

	Signatures
	Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member	04/21/2025
	Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Director	04/21/2025
	Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Director	04/21/2025
	Legion Partners Special Opportunities, L.P. XI, By: Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Director	04/21/2025
	Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Christopher S. Kiper, Managing Member	04/21/2025
	Legion Partners Asset Management, LLC, By: /s/ Christopher S. Kiper, Managing Director	04/21/2025
	/s/ Christopher S. Kiper	04/21/2025
	/s/ Raymond White	04/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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