SEC Filing - NN, Inc.

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SEC FORM 3 SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Atkinson James Robert

(Last)

(First)

(Middle)

207 MOCKINGBIRD LANE

(Street)

JOHNSON CITY

37604

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2016

3. Issuer Name and Ticker or Trading Symbol
NN INC [ NNBR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	4,610⁽¹⁾	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Rights	⁽²⁾	⁽²⁾	Common Stock	675	⁽³⁾	D
Performance Rights	⁽⁴⁾	⁽⁴⁾	Common Stock	2,935	⁽³⁾	D

Explanation of Responses:

1. Shares are restricted stock which vest in three equal annual installments beginning on the first anniversary of the grant date. Of the shares reported in Column 2: (i) 1,000 shares were granted on March 19, 2015; (ii) 675 shares were granted on April 30, 2015; and (iii) 2,935 shares were granted on March 16, 2016.

2. The vesting of the performance rights is based on the relative total shareholder return ("TSR") of NN, Inc. (the "Issuer"), as compared to the TSR of the S&P SmallCap 600 Index over the period beginning on February 1, 2015 and ending December 31, 2017. The performance rights will vest on December 31, 2017, subject to the reporting person's continuous employment through December 31, 2017, and subject to certain conditions as set forth in the Issuer's 2011 Stock Incentive Plan. Performance rights granted represent the right to receive the target shares, and actual performance rights earned may be between 50% and 150% of the target shares. Performance rights that do not vest on December 31, 2017 expire automatically.

3. Each performance right represents a contingent right to receive one share of common stock of the Issuer.

4. The vesting of the performance rights is based on the relative TSR of the Issuer, as compared to the TSR of the S&P SmallCap 600 Index over the period beginning on January 1, 2016 and ending December 31, 2018. The performance rights will vest on December 31, 2018, subject to the reporting person's continuous employment through December 31, 2018, and subject to certain conditions as set forth in the Issuer's 2011 Stock Incentive Plan. Performance rights granted represent the right to receive the target shares, and actual performance rights earned may be between 50% and 150% of the target shares. Performance rights that do not vest on December 31, 2018 expire automatically.

Remarks:

Vice President - Corporate Treasurer and Investor Relations Power of Attorney is attached to this Form 3 as Exhibit 24.

	/s/ J. Robert Atkinson	05/13/2016
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                               POWER OF ATTORNEY

      KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Richard D. Holder, Matthew S. Heiter, Thomas C. Burwell, Jr.,
D. Gail Nixon, and Andrew T. Yonchak, or either of them signing singly, and with
full power of substitution, as the undersigned's true and lawful attorney-in-
fact (each, individually, an "Attorney-in-Fact" and collectively, the
"Attorneys-in-Fact") to:

      (1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as a director of NN, Inc., a Delaware corporation (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the rules and regulations of
the United States Securities and Exchange Commission (the "SEC") thereunder;

      (2)   do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, including filing and applying for and updating any accession, CCC, and CIK
filing codes (including filing SEC Form ID (or any similar form)), completing
and executing any amendment or amendments thereto, and timely filing any such
form with the SEC and any stock exchange or similar regulatory authority; and

      (3)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such Attorney-in-Fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such Attorney-in-Fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such Attorney-in-Fact may approve in such
Attorney-in- Fact's discretion.

      The undersigned hereby grants to each such Attorney-in-Fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such Attorney-in-Fact, or such
Attorney-in- Fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing Attorneys-in-Fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing Attorneys-in-Fact.

      This Power of Attorney revokes any currently existing power of attorney
solely to the extent any such currently existing power of attorney gives the
agent(s) designated therein the power or authority to do or perform any act or
thing in the exercise of any of the rights and powers herein granted.  This
Power of Attorney shall not be revoked by any subsequent power of attorney I may
execute, unless such subsequent power specifically refers to this Power of
Attorney or specifically states that the instrument is intended to revoke all
prior powers of attorney.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 4th day of May, 2016.



                                              /s/ J. Robert Atkinson
                                             ----------------------------
                                             J. ROBERT ATKINSON