Sec Form 4 Filing - FELCHER, JR. MICHAEL C. @ NN INC - 2022-03-28

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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
FELCHER, JR. MICHAEL C.
2. Issuer Name and Ticker or Trading Symbol
NN INC [ NNBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Chief Financial Officer
(Last) (First) (Middle)
6210 ARDREY KELL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/28/2022
(Street)
CHARLOTTE, NC28277
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 03/28/2022 A( 1 ) 37,514 A $ 0 58,856 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
Performance Rights ( 2 ) 03/28/2022 A 35,191 ( 3 ) ( 3 ) Common Stock 35,191 $ 0 35,191 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FELCHER, JR. MICHAEL C.
6210 ARDREY KELL ROAD
CHARLOTTE, NC28277
SVP, Chief Financial Officer
Signatures
/s/ Matthew S. Heiter by Power of Attorney 03/30/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are restricted stock and vest in three equal annual installments beginning on March 28, 2023.
( 2 )Each performance right represents a contingent right to receive one share of common stock of NN, Inc. (the "Issuer").
( 3 )The performance rights will vest pursuant to the terms and subject to the conditions set forth in the Issuer's 2019 Omnibus Incentive Plan and the applicable Performance Share Unit Award Agreement based on the relative total shareholder return ("TSR") of the Issuer, as compared to the TSR of a custom S&P "MicroCap" Capital Goods Index over the period beginning on January 1, 2022 and ending December 31, 2024. The performance rights granted represent the right to receive the target shares, and actual performance rights earned may be between 25% and 150% of the target shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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