Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
NATUS MEDICAL INCORPORATED (BABY)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
639050103
(CUSIP Number)
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
With a copy to:
Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue
New York, NY 10176
(212) 986-6000
______________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 2, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]Ô.
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The D3 Family Fund, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
|
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
207,775 common shares (0.7%)
|
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
207,775
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 207,775; for all reporting persons as a group, 1,301,895 shares (4.5%)
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.7%; for all reporting persons as a group 4.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The D3 Family Bulldog Fund, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
|
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
832,340 common shares (2.9%)
|
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
832,340
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 832,340; for all reporting persons as a group, 1,301,895 shares (4.5%)
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 2.9%; for all reporting persons as a group 4.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The D3 Family Canadian Fund, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
|
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
97,940 common shares (0.3%)
|
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
97,940
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 97,940; for all reporting persons as a group, 1,301,895 shares (4.5%)
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.3%; for all reporting persons as a group 4.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The DIII Offshore Fund, L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
|
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
163,840 common shares (0.6%)
|
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
163,840
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 163,840; for all reporting persons as a group, 1,301,895 shares (4.5%)
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.6%; for all reporting persons as a group 4.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Nierenberg Investment Managem
ent Company, Inc.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
|
||
|
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,301,895 shares (4.5%)
|
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,301,895 shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,301,895; for all reporting persons as a group, 1,301,895 shares (4.5%)
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 4.5%; for all reporting persons as a group 4.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
||
0;
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Nierenberg Investment Management Offshore, Inc.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
|
||
|
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
163,840 common shares (0.6%)
|
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
163,840 common shares
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 163,840; for all reporting persons as a group, 1,301,895 shares (4.5%)
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.6%; for all reporting persons as a group 4.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
||
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
David Nierenberg
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
|
NUMBER OF SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
0
|
|
|
OWNED BY
EACH
REPORTING
|
8
|
SHARED VOTING POWER
1,301,895 common shares (4.5%)
|
|
|
PERSON
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
1,301,895
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,301,895; for all reporting persons as a group, 1,301,895 shares (4.5%)
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 4.5%; for all reporting persons as a group 4.5%
|
||
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
||
This Amendment No. 17 to Schedule 13D (this “Amendment”) amends the below-indicated Items from the Schedule 13D with respect to the shares of common stock (the “Common Stock”) of Natus Medical Incorporated (the “Issuer” or “BABY”) previously filed by or on behalf of the Reporting Persons (as defined below), as previously amended (collectively the “Schedule 13D”), by supplementing such Items with the information below.
The names of the persons filing this Amendment (collectively, the “Reporting Persons”) are: The D3 Family Fund, L.P. (the “Family Fund”), The D3 Family Bulldog Fund, L.P. (the “Bulldog Fund”), The D3 Family Canadian Fund, L.P. (the “Canadian Fund”), The DIII Offshore Fund, L.P. (the “Offshore Fund”), Nierenberg Investment Management Company, Inc. (“NIMCO”), Nierenberg Investment Management Offshore, Inc. (“NIMO”) and David Nierenberg (“Mr. Nierenberg”).
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons, in the aggregate, beneficially own 1,301,895 shares of Common Stock, constituting approximately 4.5% of the outstanding shares.
(b) The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 207,775 shares of Common Stock held by the Family Fund.
The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 832,340 shares of Common Stock held by the Bulldog Fund.
The Canadian Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 97,940 shares of Common Stock held by the Canadian Fund.
The Offshore Fund, NIMO, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 163,840 shares of Common Stock held by the Offshore Fund.
(c) Since our last Amendment to Schedule 13D the following sales of shares of Common Stock were made by the Reporting Persons named below in open market transactions:
|
Fund
|
Trade Date
|
QTY
|
Price
|
|
D3 Family Bulldog Fund, LP
|
04/18/2011
|
400
|
16.72
|
|
D3 Family Fund, LP
|
04/20/2011
|
8,200
|
16.77
|
|
D3 Family Bulldog Fund, LP
|
04/20/2011
|
32,385
|
16.77
|
|
DIII Offshore Fund, LP
|
04/20/2011
|
6,100
|
< div style="text-indent: 0pt;display: block;margin-left: 0pt;margin-right: 0pt" align="right"> 16.77 |
|
D3 Family Fund, LP
|
04/21/2011
|
3,626
|
16.77
|
|
D3 Family Bulldog Fund, LP
|
04/21/2011
|
13,981
|
16.77
|
|
D3 Family Canadian Fund, LP
|
04/21/2011
|
206
|
16.77
|
|
DIII Offshore Fund, LP
|
04/21/2011
|
2,345
|
16.77
|
|
D3 Family Bulldog Fund, LP
|
04/25/2011
|
328
|
16.70
|
|
D3 Family Fund, LP
|
04/26/2011
|
5,660
|
16.69
|
|
D3 Family Bulldog Fund, LP
|
04/26/2011
|
22,005
|
16.69
|
|
D3 Family Canadian Fund, LP
|
04/26/2011
|
2,535
|
16.69
|
|
DIII Offshore Fund, LP
|
04/26/2011
|
4,239
|
16.69
|
|
D3 Family Fund, LP
|
04/27/2011
|
6,868
|
16.85
|
|
D3 Family Bulldog Fund, LP
|
04/27/2011
|
27,202
|
16.85
|
|
D3 Family Canadian Fund, LP
|
04/27/2011
|
3,112
|
16.85
|
|
DIII Offshore Fund, LP
|
04/27/2011
|
5,059
|
16.85
|
|
D3 Family Fund, LP
|
04/28/2011
|
6,390
|
17.10
|
|
D3 Family Bulldog Fund, LP
|
04/28/2011
|
25,480
|
17.10
|
|
D3 Family Canadian Fund, LP
|
04/28/2011
|
3,140
|
17.10
|
|
DIII Offshore Fund, LP
|
04/28/2011
|
4,270
|
17.10
|
|
D3 Family Fund, LP
|
04/29/2011
|
8,050
|
17.03
|
|
D3 Family Bulldog Fund, LP
|
04/29/2011
|
32,000
|
17.03
|
|
D3 Family Canadian Fund, LP
|
04/29/2011
|
3,790
|
17.03
|
|
DIII Offshore Fund, LP
|
04/29/2011
|
6,176
|
17.03
|
|
D3 Family Fund, LP
|
05/02/2011
|
12,355
|
17.18
|
|
D3 Family Bulldog Fund, LP
|
05/02/2011
|
49,830
|
17.18
|
|
D3 Family Canadian Fund, LP
|
05/02/2011
|
6,025
|
17.18
|
|
DIII Offshore Fund, LP
|
05/02/2011
|
9,672
|
17.18
|
|
D3 Family Fund, LP
|
05/03/2011
|
27,597
|
17.22
|
|
D3 Family Bulldog Fund, LP
|
05/03/2011
|
111,075
|
17.22
|
|
D3 Family Canadian Fund, LP
|
05/03/2011
|
13,183
|
17.22
|
|
DIII Offshore Fund, LP
|
05/03/2011
|
20,263
|
17.22
|
(e). The Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on May 3, 2011.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.
D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., and D3 Family Canadian Fund, L.P.
By: Nierenberg Investment Management Company, Inc.
Its: General Partner
May 4, 2011 By: /s/ David Nierenberg
------------------------- -------------------------------------------------
David Nierenberg, President
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management Offshore, Inc.
Its: General Partner
May 4, 2011 By: /s/ David Nierenberg
------------------------- &#x
A0; -------------------------------------------------
David Nierenberg, President
Nierenberg Investment Management Company, Inc.
May 4, 2011 By: /s/ David Nierenberg
------------------------- -------------------------------------------------
David Nierenberg, President
Nierenberg Investment Management Offshore, Inc.
May 4, 2011 By: /s/ David Nierenberg
------------------------- -------------------------------------------------
David Nierenberg, President
May 4, 2011 /s/ David Nierenberg
------------------------- ----------------------------
David Nierenberg