UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. _________)*
|
NutriSystem, Inc.
|
| (Name of Issuer)
|
Common Stock
|
| (Title of Class of Securities)
|
67069D108
|
| (CUSIP Number)
|
March 7, 2008
|
| (Date of Event Which Requires Filing of this Statement
|
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
| |
[_] |
Rule 13d-1(b) |
| |
[X] |
Rule 13d-1(c) |
| |
[_] |
Rule 13d-1(d) |
| * |
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 the disclosures provided in a
prior cover page. |
The information required in 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).
Page 1 of 6 Pages
| 1.
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WS Management, LLLP |
|
| 2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) [_]
(b) [_] |
|
| 4. |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
|
Number
Of Shares
Beneficially
Owned By
Each
Reporting
Person With |
5.
|
|
SOLE VOTING POWER
1,795,134 |
|
| 6.
|
|
SHARED VOTING POWER
-- |
|
| 7.
|
|
SOLE DISPOSITIVE POWER
1,795,134 |
|
| 8.
|
|
SHARED DISPOSITIVE POWER
-- |
|
| 9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,795,134 |
|
| 10.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|_| |
|
| 11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.24% |
|
| 12.
|
|
TYPE OF REPORTING PERSON
PN |
|
Page 2 of 6 Pages
| Item 1(a). |
Name of Issuer: |
| Item 1(b). |
Address of Issuer's Principal Executive Offices: |
| |
300 Welsh Road, Building 1, Suite 100, Horsham, PA 19044 |
| Item 2(a). |
Name of Person Filing: |
| Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
| |
225 Water Street, Suite 1987, Jacksonville, FL 32202 |
| Item 2(d). |
Title of Class of Securities: |
Page 3 of 6 Pages
| Item 3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a: |
| |
[_] |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o) |
| |
[_] |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) |
| |
[_] |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| |
[_] |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8). |
| |
[_] |
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
| |
[_] |
An
employee benefit plan or endowment fund in accordance with § 240.13d-
1(b)(1)(ii)(G) |
| |
[_] |
A
parent holding company or control person in accordance with § 240.13d-
1(b)(1)(ii)(G) |
| |
[_] |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813); |
| |
[_] |
A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
[_] |
Group,
in accordance with § 240.13d-1(b)(1)(ii)(J). |
| Item 4. |
Ownership (as of March 7, 2008). |
| |
(a) Amount
Beneficially Owned: 1,795,134 |
| |
(b) Percent
of Class: 5.24% |
| |
(c) Number
of shares as to which such person has: |
| |
(i) sole
power to vote or to direct the vote: 1,795,134
|
| |
(ii) shared
power to vote or to direct the vote: --
|
| |
(iii) sole
power to dispose or to direct the disposition of: 1,795,134
|
| |
(iv) shared
power to dispose or to direct the disposition of: --
|
| Item 5. |
Ownership of Five Percent or Less of a Class. |
| |
If
this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following [_] |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Page 4 of 6 Pages
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent
Holding Company. |
| Item 8. |
Identification and Classification of Members of the Group. |
| Item 9. |
Notice of Dissolution of Group. |
Page 5 of 6 Pages
| |
By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect. |
March 17, 2008
Date
/s/ Gilchrist B. Berg
[Signature]
Gilchrist B. Berg
General Partner of WS Management, LLLP
Page 6 of 6 Pages