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)

5/3/2021
(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)
Code V Amount (A) or (D) Price
Common Shares 5/3/2021  M  6312 (1)A (1)138971 D  
Common Shares 5/3/2021  F  2490 (2)D$20.60 136481 D  
Common Shares 5/3/2021  M  2338 (3)A$0 (3)138819 D  
Common Shares 5/3/2021  F  923 (4)D$20.60 137896 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Units  (1)5/3/2021  M     6312   (5)12/4/2021 Common Shares 6312.0 $0 12624 D  
Performance Units  (3)5/3/2021  M     2338   (6)3/6/2022 Common Shares 2338.0 $0 4677 D  

Explanation of Responses:
(1) These shares are vested shares resulting from the achievement of a share price milestone pursuant to a December 21, 2018 performance-based restricted stock unit grant (PRSU). The shares vested upon achievement of the $18.91 share price milestone, as adjusted for a special dividend, over a period of 45-trading days. One-sixth of the PRSU grant vests upon the achievement of each milestone.
(2) Represents shares of NATR common stock withheld to pay taxes upon vesting of performance-based restricted stock units originally granted to the Reporting Person on December 21, 2018. The number of shares withheld was determined on May 3, 2021, based on the closing price of NATR common stock on that date.
(3) These shares are vested shares resulting from the achievement of a share price milestone pursuant to a March 6, 2019 performance-based restricted stock unit grant (PRSU). The shares vested upon achievement of the $18.91 share price milestone, as adjusted for a special dividend over a period of 45-trading days. One-sixth of the PRSU grant vests upon the achievement of each milestone.
(4) Represents shares of NATR common stock withheld to pay taxes upon vesting of performance-based restricted stock units originally granted to the Reporting Person on March 6, 2019. The number of shares withheld was determined on May 3, 2021, based on the closing price of NATR common stock on that date.
(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 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: $21.63 and $24.34, as adjusted for a special dividend.
(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: $21.63 and $24.34, as adjusted for a special dividend.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BATY JOSEPH W
2901 W. BLUEGRASS BLVD. #100
LEHI, UT 84043


EVP & Chief Financial Officer

Signatures
Joseph W. Baty5/3/2021
**Signature of Reporting PersonDate

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