Sec Form 4 Filing - ZIER DAWN M. @ NUTRI SYSTEM INC /DE/ - 2019-03-08

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 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 ZIER DAWN M. 2. Issuer Name and Ticker or Trading Symbol NUTRI SYSTEM INC /DE/ [ NTRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 600 OFFICE CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2019 (Street) FORT WASHINGTON, PA19034 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/08/2019 D 500,140 ( 1 ) ( 2 ) D 0 D Common Stock 03/08/2019 A 20,043 A 20,043 D Common Stock 03/08/2019 A 12,665 A 12,665 D Common Stock 03/08/2019 A 20,864 A 20,864 D Common Stock 03/08/2019 A 57,720 A 57,720 D Common Stock 03/08/2019 A 90,132 A 90,132 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to Purchase Common Stock $ 14.95 03/08/2019 D( 5 ) 20,043 03/20/2018 03/20/2021 Common Stock 20,043 ( 6 ) 0 D Option to Purchase Common Stock $ 21.64 03/08/2019 D( 5 ) 12,665 12/31/2017 12/31/2022 Common Stock 12,665 ( 6 ) 0 D Option to Purchase Common Stock $ 20.94 03/08/2019 D( 5 ) 20,864 01/04/2019 01/04/2023 Common Stock 20,864 ( 6 ) 0 D Performance-Based Restricted Stock Units ( 8 ) 03/08/2019 D( 7 ) 57,720 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 57,720 ( 8 ) 0 D Performance-Based Restricted Stock Units ( 8 ) 03/08/2019 D( 7 ) 90,132 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 90,132 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZIER DAWN M. 600 OFFICE CENTER DRIVE FORT WASHINGTON, PA19034 X President and CEO Signatures /s/ Michael P. Monahan 03/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount includes 41,440 shares of Issuer Common Stock subject to restricted stock awards that, subject to the terms of the Issuer's Amended and Restated 2008 Long-Term Incentive Plan, as amended (the "Plan") and the applicable award agreement issued thereunder, were previously granted to the Reporting Person and, as of the Effective Time, were converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4. ( 2 )This amount includes 68,376 shares of Issuer Common Stock subject to PRSUs that, subject to the terms of the Plan and the applicable award agreement issued thereunder, were previously granted to the Reporting Person and, as of the Effective Time, were converted into the right to receive an amount of time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4. ( 3 )As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger, dated December 9, 2018, by and among the Issuer, Tivity Health, Inc. ("Tivity Health"), and Sweet Acquisition Sub Inc., a wholly owned subsidiary of Tivity Health (the "Merger Agreement"), (i) each share of the Issuer's common stock, $0.001 par value per share ("Issuer Common Stock") held by the Reporting Person was converted into the right to receive (a) $38.75 in cash and (b) 0.2141 shares of Tivity Health common stock, par value $0.001 per share ("Tivity Health Common Stock"), plus cash in lieu of a fractional share of Tivity Health Common Stock; (ii) each option to purchase Issuer Common Stock held by the Reporting Person was cancelled and converted into the right to receive, in respect of each Net Option Share (as defined in the Merger Agreement) subject to each option, an amount in cash equal to the Merger Consideration Value (as defined in the Merger Agreement); ( 4 )Cont'd from Footnote 3: (iii) each restricted stock award held by the Reporting Person was converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock equal to the product of (a) the number of shares of Issuer Common Stock subject to such restricted stock awards multiplied by (b) the Equity Award Exchange Ratio (as defined in the Merger Agreement), rounded to the nearest whole number of shares of Tivity Health Common Stock; and (iv) each performance-based restricted stock unit ("PRSUs") held by the Reporting Person was converted into the right to receive an amount in time-vesting restricted Tivity Health Common Stock equal to the product of (a) the number of shares of Issuer Common Stock subject to such PRSUs (based on the actual or maximum performance level achievable by the Issuer as provided in the Merger Agreement) multiplied by (b) the Equity Award Exchange Ratio, rounded to the nearest whole number of shares of Tivity Health Common Stock. ( 5 )At grant, this stock option represented the right to purchase shares of Issuer Common Stock subject to the terms of the Plan and the applicable award agreement issued thereunder. ( 6 )As of the Effective Time, pursuant to the terms of the Merger Agreement, this stock option was cancelled and converted into the right to receive, in respect of each Net Option Share subject to this stock option, an amount in cash equal to the Merger Consideration Value. ( 7 )These PRSUs represented the contingent right to receive shares of Issuer Common Stock subject to the Issuer's achievement of performance conditions, subject to the terms of the Plan and the applicable award agreement issued thereunder. ( 8 )As of the Effective Time, pursuant to the terms of the Merger Agreement, such PRSUs were converted into the right to receive an amount of time-vesting restricted Tivity Health Common Stock as described in Footnotes 3 and 4, assuming maximum performance was achieved.

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