SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

NutriSystem, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

67069D108

(CUSIP Number)
 
 

Marc Weingarten and David E. Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

November 4, 2013

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 16 Pages)

______________________________

* 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).

 
CUSIP No. 67069D108SCHEDULE 13D/APage 2 of 16 Pages

 

1

NAME OF REPORTING PERSON

Clinton Spotlight Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

841,767 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

841,767 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

841,767 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.9%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 3 of 16 Pages

 

1

NAME OF REPORTING PERSON

Clinton Magnolia Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

9,000 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

9,000 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

9,000 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 4 of 16 Pages

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

433,563 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

433,563 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

433,563 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 5 of 16 Pages

 

1

NAME OF REPORTING PERSON

Clinton Relational Opportunity, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

433,563 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

433,563 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

433,563 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5%

14

TYPE OF REPORTING PERSON

CO; IA

         
 
CUSIP No. 67069D108SCHEDULE 13D/APage 6 of 16 Pages

 

1

NAME OF REPORTING PERSON

Clinton Group, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,462,024 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,462,024 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,462,024 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.1%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 7 of 16 Pages

 

1

NAME OF REPORTING PERSON

George E. Hall

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,462,024 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,462,024 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,462,024 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.1%

14

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 67069D108SCHEDULE 13D/APage 8 of 16 Pages

 

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 30, 2013 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D") with respect to the common stock, par value $0.001 per share (the "Common Stock"), of NutriSystem, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3, 5 and 6 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
 

The Reporting Persons used approximately $21,464,000 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.

 

The source of the funds used to acquire the Common Stock reported herein is the working capital of SPOT, CMAG and CREL for the shares of Common Stock held by each of them, and margin borrowings described in the following sentence. Such shares of Common Stock are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
 

 

(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 1,462,024 shares of Common Stock, constituting approximately 5.1% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 28,721,799 shares of Common Stock outstanding as of July 30, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed with the Securities and Exchange Commission on August 6, 2013.

 

    (i) SPOT:
      (a) As of the date hereof, SPOT may be deemed the beneficial owner of 841,767 shares of Common Stock.
        Percentage: Approximately 2.9% as of the date hereof.
      (b) 1.  Sole power to vote or direct vote: 0
        2.  Shared power to vote or direct vote: 841,767 shares of Common Stock.
        3.  Sole power to dispose or direct the disposition: 0
        4.  Shared power to dispose or direct the disposition: 841,767 shares of Common Stock.
         

 

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 9 of 16 Pages

 

    (ii) CMAG:
      (a) As of the date hereof, CMAG may be deemed the beneficial owner of 9,000 shares of Common Stock.
        Percentage: Approximately 0.0% as of the date hereof.
      (b): 1.  Sole power to vote or direct vote: 0
        2.  Shared power to vote or direct vote: 9,000 shares of Common Stock.
        3.  Sole power to dispose or direct the disposition: 0
        4.  Shared power to dispose or direct the disposition: 9,000 shares of Common Stock.
         
    (iii) CREL:
      (a) As of the date hereof, CREL may be deemed the beneficial owner of 433,563 shares of Common Stock.
        Percentage: Approximately 1.5% as of the date hereof.
      (b) 1.  Sole power to vote or direct vote: 0
        2.  Shared power to vote or direct vote: 433,563 shares of Common Stock.
        3.  Sole power to dispose or direct the disposition: 0
        4.  Shared power to dispose or direct the disposition 433,563 shares of Common Stock.
         
    (iv) CRO:
      (a) As of the date hereof, CRO may be deemed the beneficial owner of 433,563 shares of Common Stock.
        Percentage: Approximately 1.5% as of the date hereof.
      (b) 1.  Sole power to vote or direct vote: 0
        2.  Shared power to vote or direct vote: 433,563 shares of Common Stock.
        3.  Sole power to dispose or direct the disposition: 0
        4.  Shared power to dispose or direct the disposition 433,563 shares of Common Stock.
         
    (v) CGI:
      (a) As of the date hereof, CGI may be deemed the beneficial owner of 1,462,024 shares of Common Stock.
        Percentage: Approximately 5.1% as of the date hereof.
      (b) 1.  Sole power to vote or direct vote: 0
        2.  Shared power to vote or direct vote: 1,462,024 shares of Common Stock.
        3.  Sole power to dispose or direct the disposition: 0
        4.  Shared power to dispose or direct the disposition: 1,462,024 shares of Common Stock.
         

 

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 10 of 16 Pages

    (vi) Mr. Hall:
      (a) As of the date hereof, Mr. Hall may be deemed the beneficial owner of 1,462,024 shares of Common Stock.
        Percentage: Approximately 5.1% as of the date hereof.
      (b) 1.  Sole power to vote or direct vote: 0
        2.  Shared power to vote or direct vote: 1,462,024 shares of Common Stock.
        3.  Sole power to dispose or direct the disposition: 0
        4.  Shared power to dispose or direct the disposition: 1,462,024 shares of Common Stock.

 

  (b) By virtue of investment management agreements with SPOT and CMAG, its ownership of CRO and a sub-advisory agreement governing a portion of a mutual fund portfolio ("CASF") that beneficially owns 177,694 shares of Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,462,024 shares of Common Stock beneficially owned by SPOT, CMAG, CREL and CASF.  By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which CGI has voting power or dispositive power.
   
  (c) Information concerning transactions in the Common Stock effected by the Reporting Persons since the filing of the Original Schedule 13D or since sixty days prior to the filing of the Original Schedule 13D, as applicable, is set forth in Appendix B hereto and is incorporated herein by reference.  Unless otherwise indicated, all of such transactions were effected in the open market.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
  Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
 

Clinton is currently party to option contracts on 1,600,100 shares of Common Stock with strike prices ranging from $14.00 to $21.00 and expiration dates ranging from November 16, 2013 to December 21, 2013.

 

Other than the options described in this Item 6 or as otherwise disclosed in the Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

 

 

 

 

 

 

 

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 11 of 16 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 6, 2013

 

   

CLINTON SPOTLIGHT MASTER FUND, L.P.

 

    By: Clinton Group, Inc., its investment manager
     
    /s/ Francis Ruchalski
    Name: Francis Ruchalski
    Title: Chief Financial Officer
   

 

CLINTON MAGNOLIA MASTER FUND, LTD.

 

By: Clinton Group, Inc., its investment manager

 

    /s/ Francis Ruchalski
    Name: Francis Ruchalski
    Title: Chief Financial Officer
     
   

 

CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.

 

By: Clinton Relational Opportunity, LLC, its investment manager

 

    /s/ John Hall
    Name: John Hall
    Title: Authorized Signatory
     
     
    CLINTON RELATIONAL OPPORTUNITY, LLC
     
    /s/ John Hall
    Name: John Hall
    Title: Authorized Signatory
     
     
   

CLINTON GROUP, INC.

 

    /s/ Francis Ruchalski
    Name: Francis Ruchalski
    Title: Chief Financial Officer

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 12 of 16 Pages

 

    /s/ George E. Hall      
    George E. Hall      
           

 

 

 
CUSIP No. 67069D108SCHEDULE 13D/APage 13 of 16 Pages

Appendix B

 

 

TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK

BY THE REPORTING PERSONS

 

The following table sets forth all transactions with respect to the shares of Common Stock effected since the filing of the Original Schedule 13D or since sixty days prior to the filing of the Original Schedule 13D, as applicable, by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through a broker.

 

SPOT

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
9/30/2013 8,000 14.3762
10/1/2013 15,000 14.8115
10/2/2013 852 15.01
10/2/2013 15,000 15
10/4/2013 4,000 14.9878
10/4/2013 4,000 15.0599
10/7/2013 3,000 14.688
10/7/2013 8,580 14.7418
10/7/2013 3,000 14.7566
10/11/2013 4,680 14.8082
10/11/2013 6,000 14.8352
10/14/2013 5,000 14.9566
10/15/2013 3,000 15.0624
10/15/2013 4,000 15.0198
10/15/2013 2,000 15.0062
10/16/2013 5,000 15.2025
10/16/2013 5,000 15.2098
10/16/2013 7,500 15.04
10/17/2013 8,000 15.2705
10/18/2013 (73,200) 14
10/18/2013 (16,403) 15.49
10/18/2013 (32,500) 15
10/18/2013 3,000 15.518
10/18/2013 3,000 15.5588
10/21/2013 6,000 15.4799
10/22/2013 10,000 15.631
10/23/2013 (21,000) 15.56
10/23/2013 6,500 15.6188
10/24/2013 2,750 15.8092
10/24/2013 8,760 15.8912
10/28/2013 5,000 15.6137
10/28/2013 5,000 15.5524
10/28/2013 2,500 15.5178
10/28/2013 3,200 16.939
10/29/2013 10,700 17.0446
 
CUSIP No. 67069D108SCHEDULE 13D/APage 14 of 16 Pages

 

10/29/2013 30,000 17.8914
10/30/2013 33,720 18.5805
10/30/2013 66 18.2
10/31/2013 8,900 18.1963
11/1/2013 15,000 12
11/1/2013 49,200 13
11/1/2013 6,000 15
11/1/2013 240 18.9475
11/1/2013 (2,500) 15
11/4/2013 6,000 20.396
11/4/2013 (1,306) 19.6577
11/4/2013 9,000 19.9589
11/4/2013 13,800 16
11/4/2013 (217,600) 19
11/4/2013 (8,500) 16
11/5/2013 6,000 20.2288
11/5/2013 31,800 20.1357
11/5/2013 60,000 20.0701

 

CMAG

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
9/30/2013                  4,000 14.3762
10/4/2013                  2,500 14.9878
10/4/2013                  2,500 15.0599
10/14/2013                  1,000 14.9566
10/15/2013                  1,000 15.0624
10/15/2013                  2,500 15.0198
10/15/2013                  1,250 15.0062
10/18/2013              (37,597) 15.49
10/23/2013                35,000 15.56
11/4/2013              (26,000) 19

 

CREL

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
9/30/2013 4,000 14.3762
10/1/2013 10,000 14.8115
10/2/2013 568 15.01
10/2/2013 10,000 15
10/4/2013 3,500 14.9878
10/4/2013 3,500 15.0599
10/7/2013 2,000 14.688
10/7/2013 5,720 14.7418
10/7/2013 2,000 14.7566
10/11/2013 3,120 14.8082
10/11/2013 4,000 14.8352
10/14/2013 3,000 14.9566
10/15/2013 1,000 15.0624
10/15/2013 3,500 15.0198
 
CUSIP No. 67069D108SCHEDULE 13D/APage 15 of 16 Pages

10/15/2013 1,750 15.0062
10/16/2013 4,000 15.2025
10/16/2013 4,000 15.2098
10/16/2013 5,000 15.04
10/17/2013 5,000 15.2705
10/18/2013 (48,800) 14
10/18/2013 (12,000) 15.49
10/18/2013 (21,600) 15
10/18/2013 2,000 15.518
10/18/2013 2,000 15.5588
10/21/2013 4,000 15.4799
10/22/2013 8,000 15.631
10/23/2013 (14,000) 15.56
10/23/2013 5,200 15.6188
10/24/2013 2,200 15.8092
10/24/2013 5,840 15.8912
10/28/2013 5,000 15.6137
10/28/2013 4,000 15.5524
10/28/2013 2,000 15.5178
10/28/2013 2,000 16.939
10/29/2013 8,560 17.0446
10/29/2013 24,000 17.8914
10/29/2013 (78,800) 15
10/29/2013 (700) 14
10/30/2013 22,480 18.5805
10/30/2013 44 18.2
10/30/2013 (3,500) 15
10/31/2013 8,900 18.1963
11/1/2013 10,000 12
11/1/2013 32,800 13
11/1/2013 4,000 15
11/1/2013 160 18.9475
11/4/2013 4,800 20.396
11/4/2013 (1,044) 19.6577
11/4/2013 7,200 19.9589
11/4/2013 1,200 20.396
11/4/2013 1,800 19.9589
11/4/2013 9,200 16
11/4/2013 (119,700) 19
11/4/2013 (8,800) 16
11/5/2013 4,000 20.2288
11/5/2013 21,200 20.1357
11/5/2013 40,000 20.0701

 
CUSIP No. 67069D108SCHEDULE 13D/APage 16 of 16 Pages

 

CASF

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
8/1/2013 1,000 12.744
8/1/2013 500 12.7382
8/5/2013 1,000 12.2837

8/7/2013 1,000 12.3514
8/7/2013 500 12.3375
8/8/2013 500 12.4785
8/14/2013 4,000 13.0318
8/21/2013 1,997 12.6
8/21/2013 23,900 12.5867
9/23/2013 1,650 13.882
9/23/2013 350 13.8847
9/30/2013 4,000 14.3762
10/14/2013 1,000 14.9566
10/16/2013 1,000 15.2025
10/16/2013 1,000 15.2098
10/17/2013 2,000 15.2705
10/22/2013 2,000 15.631
10/23/2013 1,300 15.6188
10/24/2013 550 15.8092
10/28/2013 1,000 15.5524
10/28/2013 500 15.5178
10/29/2013 2,140 17.0446
10/29/2013 6,000 17.8914
11/4/2013 (262) 19.6577
11/4/2013 (3,900) 16