formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 14)


NATUS MEDICAL INCORPORATED (BABY)
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
639050103
(CUSIP Number)

David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA  98607
(360) 604-8600

With a copy to:

Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue
New York, NY 10176
(212) 986-6000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 8, 2010
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box £Ô.
 
 
 
 
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
The D3 Family Fund, L.P.
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a) T
(b) £
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
  
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
447,883 common shares (1.6%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
447,883
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 447,883; for all reporting persons as a group, 2,803,007 shares (9.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page,1.6%; for all reporting persons as a group 9.9%
14
TYPE OF REPORTING PERSON (See Instructions)
PN

 
 
 
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
 
The D3 Family Bulldog Fund, L.P.
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
(a) T
(b) £
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
  
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
1,802,455 common shares (6.3%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
1,802,455
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,802,455; for all reporting persons as a group, 2,803,007 shares (9.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 6.3%; for all reporting persons as a group, 9.9%
14
TYPE OF REPORTING PERSON
PN

 
 
 
 
1
NAME OF REPORTING PERSONS
 
The D3 Family Canadian Fund, L.P.
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
(a) T
(b) £
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
  
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
129,931 common shares (0.5%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
129,931
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 129,931; for all reporting persons as a group, 2,803,007 shares (9.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 0.5%; for all reporting persons as a group, 9.9%
14
TYPE OF REPORTING PERSON
PN

 
 
 
 
1
NAME OF REPORTING PERSONS
 
The DIII Offshore Fund, L.P.
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a) T
(b) £
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
  
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
422,738 common shares (1.5%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
422,738
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 422,738; for all reporting persons as a group, 2,803,007 shares (9.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.5%; for all reporting persons as a group, 9.9%
14
TYPE OF REPORTING PERSON
PN

 
 
 
 
1
NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a) T
(b) £
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
  
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
2,803,007 shares (9.9%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
2,803,007 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,803,007; for all reporting persons as a group, 2,803,007 shares (9.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 9.9%; for all reporting persons as a group 9.9%
14
TYPE OF REPORTING PERSON
CO

 
 
 
 
1
NAME OF REPORTING PERSONS
 
Nierenberg Investment Management Offshore, Inc.
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a) T
(b) £
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
  
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
422,738 common shares (1.5%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
422,738 common shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 422,738; for all reporting persons as a group, 2,803,007 shares (9.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 1.5%; for all reporting persons as a group, 9.9%
14
TYPE OF REPORTING PERSON
CO

 
 
 
 
1
NAME OF REPORTING PERSONS
David Nierenberg
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a) T
(b) £
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) £
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
  
NUMBER OF SHARES
BENEFICIALLY
7
SOLE VOTING POWER
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
2,803,007 common shares (9.9%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
2,803,007
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,803,007; for all reporting persons as a group, 2,803,007 shares (9.9%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
For the reporting person listed on this page, 9.9%; for all reporting persons as a group, 9.9%
14
TYPE OF REPORTING PERSON
IN

 
 
 

This Amendment No. 14 to Schedule 13D (this “Amendment”) amends the below-indicated Items from the Schedule 13D with respect to the (shares of common stock) (the “Common Stock”) of Natus Medical Incorporated (the “Issuer”) previously filed by or on behalf of the Reporting Persons (as defined below), as previously amended (collectively the “Schedule 13D”), by supplementing such Items with the information below.

The names of the persons filing this Amendment (collectively, the “Reporting Persons”) are:  The D3 Family Fund, L.P. (the “Family Fund”), The D3 Family Bulldog Fund, L.P. (the “Bulldog Fund”), The D3 Family Canadian Fund, L.P. (the “Canadian Fund”), The DIII Offshore Fund, L.P. (the “Offshore Fund”), Nierenberg Investment Management Company, Inc. (“NIMCO”), Nierenberg Investment Management Offshore, Inc. (“NIMO”) and David Nierenberg (“Mr. Nierenberg”).


Item 5.  Interest in Securities of the Issuer.

(a)           The Reporting Persons, in the aggregate, beneficially own 2,803,007 shares of Common Stock, constituting approximately 9.9% of the outstanding shares.

(b)           The Family Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 447,883 shares of Common Stock held by the Family Fund.

The Bulldog Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 1,802,455 shares of Common Stock held by the Bulldog Fund.

The Canadian Fund, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 129,931 shares of Common Stock held by the Canadian Fund.

The Offshore Fund, NIMO, NIMCO and Mr. Nierenberg have shared power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 422,738 shares of Common Stock held by the Offshore Fund.

 
 
 

(c) Since the previous amendment to the Schedule 13D the following sales of shares of Common Stock were made by the Reporting Persons named below in open market transactions:


Portfolio
    
Trade Date
    
Shares Sold
    
Price
  
D3 Family Fund, LP
    
01/22/2010
       7,500       14.50  
D3 Family Bulldog Fund, LP
    
01/22/2010
       32,500       14.50  
D3 Family Fund, LP
    
02/22/2010
       4,100       14.10  
D3 Family Bulldog Fund, LP
    
02/22/2010
       16,000       14.10  
D3 Family Fund, LP
    
02/24/2010
       1,200       14.02  
D3 Family Bulldog Fund, LP
    
02/24/2010
       7,407       14.02  
D3 Family Fund, LP
    
03/02/2010
       16,293       14.16  
D3 Family Bulldog Fund, LP
    
03/02/2010
       65,000       14.16  
D3 Family Fund, LP
    
03/03/2010
       16,263       14.36  
D3 Family Bulldog Fund, LP
    
03/03/2010
       65,000       14.36  
D3 Family Fund, LP
    
03/05/2010
       9,852       14.40  
D3 Family Bulldog Fund, LP
    
03/05/2010
       39,000       14.40  
D3 Family Fund, LP
    
03/08/2010
       23,000       14.40  
D3 Family Bulldog Fund, LP
    
03/08/2010
       90,000       14.40  
DIII Offshore Fund, LP
    
03/08/2010
       16,718       14.40  
D3 Family Fund, LP
    
03/09/2010
       6,200       14.46  
D3 Family Bulldog Fund, LP
    
03/09/2010
       26,404       14.46  
DIII Offshore Fund, LP
    
03/09/2010
       6,600       14.46  

 
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.

   
The D3 Family Fund, L.P., The D3 Bulldog Fund, L.P., and The D3 Family Canadian Fund, L.P.
         
   
By:
Nierenberg Investment Management
     
Company, Inc.
         
   
Its:
General Partner
March 10, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
         
         
   
The DIII Offshore Fund, L.P.
         
   
By:
Nierenberg Investment Management
     
Offshore, Inc.
         
   
Its:
General Partner
         
March 10, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
         
   
Nierenberg Investment Management
   
Company, Inc.
         
March 10, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
         
   
Nierenberg Investment Management
   
Offshore, Inc.
         
March 10, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
         
March 10, 2010
  
/s/ David Nierenberg
  
     
David Nierenberg