Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* BATY JOSEPH W	2. Issuer Name and Ticker or Trading Symbol NATURES SUNSHINE PRODUCTS INC [ NATR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer
(Last) (First) (Middle) 2901 W. BLUEGRASS BLVD. #100	3. Date of Earliest Transaction (MM/DD/YYYY) 4/12/2021
(Street) LEHI, UT 84043 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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 Shares	4/12/2021		A		1977 ⁽¹⁾	A	$0	132837	D
Common Shares	4/12/2021		F		178 ⁽²⁾	D	$19.64	132659	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Units	⁽³⁾	4/12/2021		A		936		⁽³⁾	12/4/2021	Common Shares	936.0 ⁽⁴⁾	$0	18936	D
Performance Units	⁽⁵⁾	4/12/2021		A		1554		⁽⁵⁾	3/30/2023	Common Shares	1554.0 ⁽⁴⁾	$0	31371	D
Performance Units	⁽⁶⁾	4/12/2021		A		348		⁽⁶⁾	3/6/2022	Common Shares	348.0 ⁽⁴⁾	$0	7015	D

Explanation of Responses:
(1)	The reporting person was previously granted, and reported, certain RSU awards. The number of shares underlying such awards were adjusted pursuant to the terms of the original grant as a result of a special cash dividend paid by the Company on April 12, 2021. Incremental shares granted pursuant to such adjustments are reported in the aggregate with 231 relating to a January 1, 2019 grant; and 1,746 relating to a March 30, 2020 grant. Of the total number of incremental shares granted, 730 shares immediately vested in order to match the original grants of shares, which vested after the record date of the special dividend, but before the payment date.
(2)	Represents shares of NATR common stock withheld to pay taxes upon the grant of immediately vested restricted stock units granted to the reporting person in connection with a special dividend. The number of shares withheld was determined on April 12, 2021, based on the closing price of NATR common stock on that date.
(3)	These shares are in the form of performance-based restricted stock units (PRSUs). Each PRSU represents the right to receive one share of NATR common stock. The vesting of the PRSUs is contingent upon six growth rate milestones related to NATR's closing stock price that may be attained within a three-year performance period ending December 4, 2021. Remaining PRSUs vest in connection with achievement of the following stock price milestones: $19.91; $22.63; and $25.34.
(4)	The reporting person was previously granted, and reported, certain performance awards. The number of shares underlying such awards were adjusted pursuant to the terms of the original grant as a result of a special cash dividend paid by the Company on April 12, 2021.
(5)	These shares are in the form of performance-based restricted stock units (PRSUs). Each PRSU represents the right to receive one share of NATR common stock. The vesting of the remaining PRSUs is contingent upon the achievement of the following share price milestone, which must be achieved within a three-year performance period ending March 30, 2023: $20.36, as adjusted for a special dividend. Such milestone must be achieved as evidenced by the Volume-weighted average price (VWAP) over a period of 30-trading days. One-twelfth of the PRSUs vest upon the achievement of each milestone and an additional one-twelfth vests on the date that is one-year following the achievement of such milestone subject to the recipient's continued employment.
(6)	These shares are in the form of performance-based restricted stock units (PRSUs). Each PRSU represents the right to receive one share of NATR common stock. The vesting of the PRSUs is contingent upon six growth rate milestones related to NATR's closing stock price that may be attained within a three-year performance period ending March 6, 2022. Remaining PRSUs vest in connection with achievement of the following stock price milestones: $19.91; $22.63; and $25.34.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BATY JOSEPH W 2901 W. BLUEGRASS BLVD. #100 LEHI, UT 84043			EVP & Chief Financial Officer