Edgar Filing: NUTRI SYSTEM INC /DE/

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 ^*

NEWSPRING VENTURES LP

2. Issuer Name and Ticker or Trading Symbol
NUTRI SYSTEM INC /DE/ [NTRI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Remarks on Page 2 hereof

(Last)

(First)

(Middle)

500 NORTH GULPH ROAD, SUITE 500

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2005

(Street)

KING OF PRUSSIA, PA 19406

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/04/2005		M		5,373 ⁽¹⁾	A	$ 0.73	2,664,428	I	Owned by Michael A. DiPiano
Common Stock	10/04/2005		S		5,373 ⁽²⁾	D	$ 29.2629	2,659,055	I	Owned by Michael A. DiPiano
Common Stock	10/04/2005		S		250,000 ⁽³⁾	D	$ 29.2629	2,409,055	D
Common Stock	10/05/2005		M		5,373 ⁽¹⁾	A	$ 0.73	2,414,428	I	Owned by Michael A. DiPiano
Common Stock	10/05/2005		S		5,373 ⁽¹⁾ ⁽²⁾	D	$ 31.4358	2,409,055	I	Owned by Michael A. DiPiano
Common Stock	10/05/2005		S		250,000 ⁽³⁾	D	$ 31.4358	2,159,055	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 0.73

10/04/2005

5,373

03/04/2003

03/04/2013

Common Stock

5,373

⁽⁴⁾

44,627

Owned by Michael A.DiPiano

Stock Option (right to buy)

$ 0.73

10/05/2005

5,373

03/04/2003

03/04/2013

Common Stock

5,373

⁽⁴⁾

39,254

Owned by Michael A. DiPiano

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NEWSPRING VENTURES LP 500 NORTH GULPH ROAD SUITE 500 KING OF PRUSSIA, PA 19406				See Remarks on Page 2 hereof
Progress Capital II, L.P. 500 NORTH GULPH ROAD SUITE 500 KING OF PRUSSIA, PA 19406				GP, NewSpring Ventures
Progress Capital II, Inc. 500 NORTH GULPH ROAD SUITE 500 KING OF PRUSSIA, PA 19406				GP of GP, NewSpring Ventures
NewSpring Capital, LLC 500 NORTH GULPH ROAD SUITE 500 KING OF PRUSSIA, PA 19406				Mgmt. Co., NewSpring Ventures

Signatures

Jonathan S. Schwartz, CFO of both NewSpring Capital, LLC and Progress Capital II, Inc.		10/06/2005
^**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 Stock Option was issued to Mr. Michael A. DiPiano on March 4, 2003 for his services as a director of the issuer. Mr. DiPiano is the managing director of NewSpring Ventures, L.P. Mr. DiPiano has agreed to exercise these options if and when directed by NewSpring Capital, LLC ("NewSpring Capital"), at NewSpring Capital's expense, and to contribute the initial stock grant and any shares acquired upon exercise of these options to NewSpring Capital. He disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(2)	This sale was effected pursuant to a Rule 10b5-1 trading plan of NewSpring Capital which became effective on September 16, 2005.
(3)	This sale was effected pursuant to a Rule 10b5-1 trading plan of NewSpring Ventures, L.P.which became effective on September 16, 2005.
(4)	This is an option grant for which there was no purchase price.
Remarks: Remarks: Mr. DiPiano is a director of the Issuer. He is also the CEO of Progress Capital II, Inc., the general partner of the general partner of NewSpring Ventures, L.P. ("NewSpring") and the CEO of NewSpring Capital, LLC, the Management Company for NewSpring ("NewSpring Capital"); therefore, he may be deemed to beneficially own these securities. Mr. DiPiano disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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