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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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) 11/17/2008 (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 11/17/2008   P   32,111 A $ 1.74 (1) 9,453,185 (2) (3) I See footnote (2) Common Stock 11/18/2008   P   100,877 A $ 1.77 (4) 9,554,062 (2) (3) I See footnote (2) Common Stock 11/19/2008   P   80,528 A $ 1.841 (5) 9,634,590 (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		11/19/2008
**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 $1.660 to $1.750. 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 $1.680 to $1.800. 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 $1.770 to $1.900. 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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