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

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

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:
 
Henry Lesser, Esq.
DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, CA 94303
(650) 833-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
January 19, 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) x  
(b) o  
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) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Washington
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
 
532,291 Common shares (1.9%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
532,291
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
For the reporting person listed on this page, 532,291; for all reporting persons as a group, 3,252,044 shares (11.5%)
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)
 
11.5%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
2
 
 
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) x  
(b) o  
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) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Washington
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
 
2,143,766 common shares (7.6%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
2,143,766
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
For the reporting person listed on this page, 2,143,766; for all reporting persons as a group, 3,252,044 shares (11.5%)
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)
 
11.5%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
 
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)
(c) x  
(d) o  
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) o
 
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, 3,252,044 shares (11.5%)
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)
 
11.5%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
 
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) x  
(b) o  
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) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bahamas
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
 
446,056 common shares (1.6%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
446,056
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
For the reporting person listed on this page, 446,056; for all reporting persons as a group, 3,252,044 shares (11.5%)
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)
 
11.5%
14
TYPE OF REPORTING PERSON
 
PN

 
5
 
 
1
NAME OF REPORTING PERSONS
 
Nierenberg Investment Management Company, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x  
(b) o  
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) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Washington
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
 
3,252,044 shares (11.5%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
3,252,044 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
For the reporting person listed on this page, 3,252,044; for all reporting persons as a group, 3,252,044 shares (11.5%)
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)
 
11.5%
14
TYPE OF REPORTING PERSON
 
CO

 
6
 
 
1
NAME OF REPORTING PERSONS
 
Nierenberg Investment Management Offshore, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x  
(b) o  
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) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bahamas
NUMBER OF
SHARES
BENEFICIALLY
7
SOLE VOTING POWER
 
0
OWNED BY
EACH
REPORTING
8
SHARED VOTING POWER
 
446,056 common shares (1.6%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
446,056 common shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
For the reporting person listed on this page, 446,056; for all reporting persons as a group, 3,252,044 shares (11.5%)
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)
 
11.5%
14
TYPE OF REPORTING PERSON
 
CO

 
7
 
 
1
NAME OF REPORTING PERSONS
 
David Nierenberg
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x  
(b) o  
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) o
 
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
 
3,252,044 common shares (11.5%)
PERSON
WITH
 
9
SOLE DISPOSITIVE POWER
 
0
 
10
SHARED DISPOSITIVE POWER
 
3,252,044
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
For the reporting person listed on this page, 3,252,044; for all reporting persons as a group, 3,252,044 shares (11.5%)
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)
 
11.5%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 

This Amendment No. 13 to Schedule 13D amends the below-indicated Item from the Schedule 13D, as amended, previously filed by or on behalf of the undersigned parties (the “Reporting Persons”) by supplementing such Item with the information below:
 
Item 5.  Interest in Securities of the Issuer.

(a, b)     The Reporting Persons, in the aggregate, beneficially own 3,252,044 Shares, constituting approximately 11.5% of the outstanding Shares.
 
(c)  During the past 60 days the following sales of Shares were made by the Reporting Persons named below in open market transactions:

Fund
  
Transaction Date
  
Shares Sold
    
Price
  
DIII Offshore Fund, LP
  
01/04/2010
     26,270       15.01  
D3 Family Bulldog Fund, LP
  
01/05/2010
     3,000       14.96  
DIII Offshore Fund, LP
  
01/05/2010
     9,501       14.96  
DIII Offshore Fund, LP
  
01/13/2010
     100,000       14.36  
D3 Family Bulldog Fund, LP
  
01/14/2010
     45,400       14.56  
D3 Family Bulldog Fund, LP
  
01/15/2010
     38,340       14.50  
D3 Family Fund, LP
  
01/19/2010
     7,500       14.58  
D3 Family Bulldog Fund, LP
  
01/19/2010
     70,031       14.58  
D3 Family Fund, LP
  
01/20/2010
     10,500       14.61  
D3 Family Bulldog Fund, LP
  
01/20/2010
     39,458       14.61  

 
9
 

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.

   
D3 Family Fund, L.P., D3 Bulldog Fund, L.P., and D3 Family Canadian Fund, L.P.
  
         
   
By:
Nierenberg Investment Management Company, Inc.
  
         
   
Its:
General Partner
  
         
January 21, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
  
         
   
DIII Offshore Fund, L.P.
  
         
   
By:
Nierenberg Investment Management
  
     
Offshore, Inc.
  
         
   
Its:
General Partner
  
         
January 21, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
  
         
   
Nierenberg Investment Management Company, Inc.
  
         
January 21, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
  
         
   
Nierenberg Investment Management Offshore, Inc.
  
         
January 21, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
  
         
January 21, 2010
  
/s/ David Nierenberg
  
     
David Nierenberg
  

 
10