Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sherborne Investors GP, LLC
  2. Issuer Name and Ticker or Trading Symbol
NAUTILUS, INC. [NLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
135 EAST 57TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2008
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/20/2008   P   16,432 A $ 1.929 (1) 9,651,022 (2) (3) I See footnote (2)
Common Stock 11/21/2008   P   83,800 A $ 2.008 (4) 9,734,822 (2) (3) I See footnote (2)
Common Stock 11/24/2008   P   96,065 A $ 2.559 (5) 9,830,887 (2) (3) I See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sherborne Investors GP, LLC
135 EAST 57TH STREET
NEW YORK, NY 10022
    X    
Sherborne Investors LP
135 EAST 57TH STREET
NEW YORK, NY 10022
    X    
Sherborne Investors Management LP
135 EAST 57TH STREET
NEW YORK, NY 10022
    X    
Sherborne Investors Management GP, LLC
135 EAST 57TH STREET
NEW YORK, NY 10022
    X    
Sherborne Strategic Fund A, LLC
135 EAST 57TH STREET
NEW YORK, NY 10022
    X    
Sherborne Strategic Fund B, LLC
135 EAST 57TH STREET
NEW YORK, NY 10022
    X    
Nottingham Investors LLC
135 EAST 57TH STREET
NEW YORK, NY 10022
    X    
BRAMSON EDWARD J
135 EAST 57TH STREET
NEW YORK, NY 10022
  X   X   CEO  

Signatures

 /s/ Craig L. McKibben, attorney-in-fact   11/24/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) This transaction was executed in multiple trades at prices ranging from $1.820 to $2.000. The reported price reflects the weighted average purchase price. The persons jointly filing this report hereby undertake to provide upon request by the Securities and Exchange Commission ("SEC") staff, Nautilus, Inc. or a shareholder of Nautilus, Inc. full information regarding the number of shares purchased at each separate price.
(2) See Joint Filer Information on Exhibit 99.1 for information with respect to the nature of Sherborne Investors GP, LLC's indirect ownership, details of its purchases and the persons jointly filing this report.
(3) The Reporting Person disclaims beneficial ownership of these securities except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(4) This transaction was executed in multiple trades at prices ranging from $1.910 to $2.050. The reported price reflects the weighted average purchase price. The persons jointly filing this report hereby undertake to provide upon request by the SEC staff, Nautilus, Inc. or a shareholder of Nautilus, Inc. full information regarding the number of shares purchased at each separate price.
(5) This transaction was executed in multiple trades at prices ranging from $2.270 to $2.620. The reported price reflects the weighted average purchase price. The persons jointly filing this report hereby undertake to provide upon request by the SEC staff, Nautilus, Inc. or a shareholder of Nautilus, Inc. full information regarding the number of shares purchased at each separate price.

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