Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Simone Kathleen
2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2013
3. Issuer Name and Ticker or Trading Symbol
NUTRI SYSTEM INC /DE/ [NTRI]
(Last)
(First)
(Middle)
FORT WASHINGTON EXECUTIVE CENTER, 600 OFFICE CENTER DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CFO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FORT WASHINGTON, PA 19034
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock 9,196
D
 
Common stock 22,607 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common stock options, .001 (right to buy)   (2) 07/20/2018 Common shares 12,300 $ 14.37 D  
Common stock options, .001 (right to buy)   (3) 03/30/2019 Common shares 9,200 $ 11.23 D  
Common stock options, .001 (right to buy)   (4) 03/21/2020 Common shares 25,011 $ 8.52 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Simone Kathleen
FORT WASHINGTON EXECUTIVE CENTER
600 OFFICE CENTER DRIVE
FORT WASHINGTON, PA 19034
      Interim CFO  

Signatures

/s/ Kathleen Simone 04/11/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Remaining restricted shares from grants on June 1, 2009, March 30, 2010, July 20, 2011, March 30, 2012 and March 21, 2013. All grants vest over four years in equal installments from date of grant.
(2) Options were granted pursuant to employee stock option plan. Options vest over 4 year vesting period from date of grant on July 20, 2011.
(3) Options were granted pursuant to employee stock option plan. Options vest over 4 year vesting period from date of grant on March 30, 2012.
(4) Options were granted pursuant to employee stock option plan. Options vest over 4 year vesting period from date of grant on March 21, 2013.

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