Sec Form 4/A Filing - KENNEDY JOHN C @ NN INC - 2015-03-19

FORM 4/A 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 KENNEDY JOHN C 2. Issuer Name and Ticker or Trading Symbol NN INC [ NNBR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 207 MOCKINGBIRD LANE 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2015 (Street) JOHNSON CITY, TN37604 4. If Amendment, Date Original Filed (MM/DD/YY) 03/23/2015 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 03/19/2015 A 4,200 ( 1 ) A $ 0 1,093,156 ( 1 ) D Common Stock 100 I By Wife Common Stock 20 I By son

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KENNEDY JOHN C 207 MOCKINGBIRD LANE JOHNSON CITY, TN37604 X Signatures /s/ William C. Kelly, Jr., by Power of Attorney 05/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person filed Amendment No. 1 to Form 4 on March 25, 2015 ("Amendment No. 1"), which amended the reporting person's Form 4 filed on March 23, 2015 (the "Original Form 4"). Amendment No. 1 was filed to report a grant of 400 shares of restricted stock (the "Omitted Shares"), which grant was inadvertently omitted from the Original Form 4. Amendment No. 1 incorrectly reported that the Omitted Shares vest over a period of three years in equal annual installments beginning on March 19, 2016. This Amendment No. 2 further amends the Original Form 4 to correctly report that the Omitted Shares and all of the remaining 3,800 shares of restricted stock granted to the reporting person on March 19, 2015 vest on March 19, 2016. The shares reported in Column 5 of Table I represent the shares owned by the reporting person as of March 19, 2015.

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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