Jay McGregor - Feb 23, 2022 Form 4 Insider Report for NAUTILUS, INC. (NLS)

Role: VP & GM, Retail
Signature: /s/ Alan L. Chan, Attorney-in-Fact for Jay E. McGregor
Stock symbol: NLS
Transactions as of: Feb 23, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/25/2022, 05:43 PM
Previous filing: Feb 18, 2022
Next filing: May 9, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NLS	Performance Unit Award	Award	$0	+24.4K		$0.00	24.4K	Feb 23, 2022	Common Stock	24.4K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Grant to reporting person of Performance Unit Award ("PUA") under the Nautilus, Inc. Amended and Restated 2015 Long-Term Incentive Plan. The PUA is an award of a specified number of performance units, each of which represents a contingent right to receive one share of Nautilus, Inc. common stock.
F2	The performance units ("Units") vest in two installments upon Nautilus, Inc.'s common stock achieving a specified price per share over a defined period (the "Performance Goal" and the "Performance Period"). If the Performance Goal is met prior to 2/23/2024, one-half of the Units will vest on 2/23/2024, and one-half of the Units will vest on 2/23/2025; if the Performance Goal is met after 2/23/2024, one-half of the Units will vest on the date the Performance Goal is achieved and one-half of the Units will vest on 2/23/2025 (which is the last day of the Performance Period). The number of shares reported represents the maximum that may be earned, which is 100% of the number of Units awarded. No number of Units are guaranteed to vest and the actual number of Units that will vest during the Performance Period is contingent on achieving the Performance Goal during the Performance Period and contingent on the reporting person's continued service through the vesting dates.

Content

Grant to reporting person of Performance Unit Award ("PUA") under the Nautilus, Inc. Amended and Restated 2015 Long-Term Incentive Plan. The PUA is an award of a specified number of performance units, each of which represents a contingent right to receive one share of Nautilus, Inc. common stock.

The performance units ("Units") vest in two installments upon Nautilus, Inc.'s common stock achieving a specified price per share over a defined period (the "Performance Goal" and the "Performance Period"). If the Performance Goal is met prior to 2/23/2024, one-half of the Units will vest on 2/23/2024, and one-half of the Units will vest on 2/23/2025; if the Performance Goal is met after 2/23/2024, one-half of the Units will vest on the date the Performance Goal is achieved and one-half of the Units will vest on 2/23/2025 (which is the last day of the Performance Period). The number of shares reported represents the maximum that may be earned, which is 100% of the number of Units awarded. No number of Units are guaranteed to vest and the actual number of Units that will vest during the Performance Period is contingent on achieving the Performance Goal during the Performance Period and contingent on the reporting person's continued service through the vesting dates.