nautilus_13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 
Nautilus Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
63910B102
(CUSIP Number)
 
May 15th 2012
Date of Event Which Requires Filing of the Statement
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
x
Rule 13d-1(b)

 
¨
Rule 13d-1(c)

 
¨
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
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).
 
 
 
 
 
63910B102
13G
Page 2 of 6 Pages
 
1
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  
CLAYTON PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o  
(b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
1,543,681
6
SHARED VOTING POWER
 
-0-
7
SOLE DISPOSITIVE POWER
 
1,543,681
8
SHARED DISPOSITIVE POWER
 
-0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,543,681
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.01%
12
TYPE OF REPORTING PERSON
 
IA
 
 
 
 
 
63910B102
13G
Page 3 of 6 Pages
 
Item 1(a)
Name of Issuer
 
 
Nautilus Inc.
   
Item 1(b)
Address of Issuer’s Principal Executive Offices
 
 
Nautilus, Inc.
Global Headquarters
16400 SE Nautilus Drive
Vancouver, WA 98683
   
Item 2(a)
Name of Person Filing
   
 
Clayton Partners LLC
   
Item 2(b)
Address of Principal Business Office
 
 
575 Market Street, Suite 1825
San Francisco, CA 94105
   
Item 2(c)
Citizenship
 
 
Delaware
   
Item 2(d)
Title of Class of Securities
 
 
Common Stock
   
Item 2(e)
CUSIP Number
 
 
63910B102
 
 
 
 
 
63910B102
13G
Page 4 of 6 Pages
 
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
 
(a)
o
Broker or dealer registered under Section 15 of the Exchange Act;
       
 
(b)
o
Bank as defined in Section 3(a)(6) of the Exchange Act;
       
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
       
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act;
       
 
(e)
x
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
 
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
 
(i)
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
  
Item 4
Ownership
   
 
A.
Clayton Partners LLC
     
   
(a)
1,543,681 Shares
       
   
(b)
5.01%
       
   
(c)
Number of shares as to which such person has:
       
     
(i)
sole power to vote or to direct the vote:  1,543,681 Shares
         
     
(ii)
shared power to vote or to direct the vote:  -0-
         
     
(iii)
sole power to dispose or to direct the disposition of:  1,543,681 Shares
         
     
(iv)
shared power to dispose or to direct the disposition of:  -0-
 
 
 
 
 
63910B102
13G
Page 5 of 6 Pages
 
Item 5
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person
   
   
Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
   
   
Item 8
Identification and Classification of Members of the Group
   
   
Item 9
Notice of Dissolution of Group
   
   
Item 10
Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
63910B102
13G
Page 6 of 6 Pages
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
  Clayton Partners,LLC  
       
Dated this 17th day of May, 2012.
By:
/s/ Brian Lancaster  
   
Brian Lancaster
  
    Partner