Statement of Changes in Beneficial Ownership (4)
May 05 2021 - 4:58PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
Moorehead Terrence |
2. Issuer Name and Ticker or Trading Symbol
NATURES SUNSHINE PRODUCTS INC
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NATR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO |
(Last)
(First)
(Middle)
C/O NATURE'S SUNSHINE PRODUCTS, INC., 2901 W. BLUEGRASS BLVD., SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2021 |
(Street)
LEHI, UT 84043
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 5/3/2021 | | M | | 13077 (1) | A | (1) | 340916 | D | |
Common Shares | 5/3/2021 | | F | | 5147 (2) | D | $20.60 | 335769 | D | |
Common Shares | 5/3/2021 | | M | | 9591 (3) | A | (3) | 345360 | D | |
Common Shares | 5/3/2021 | | F | | 3775 (4) | D | $20.60 | 341585 | D | |
Common Shares | 5/3/2021 | | M | | 10424 (5) | A | (5) | 352009 | D | |
Common Shares | 5/3/2021 | | F | | 4103 (6) | D | $20.60 | 347906 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Units | (1) | 5/3/2021 | | M | | | 13077 | (7) | 9/14/2021 | Common Shares | 13077.0 | $0 | 104616 | D | |
Performance Units | (3) | 5/3/2021 | | M | | | 9591 | (8) | 3/29/2022 | Common Shares | 9591.0 | $0 | 50456 | D | |
Performance Units | (6) | 5/3/2021 | | M | | | 10424 | (8) | 3/29/2022 | Common Shares | 10424.0 | $0 | 40032 | D | |
Explanation of Responses: |
(1) | These shares are vested shares resulting from the achievement of a share price milestone pursuant to a September 14, 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-twelfth of the PRSU grant vests 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. |
(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 September 14, 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 29, 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 29, 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 vested shares resulting from the achievement of a share price milestone pursuant to an April 1, 2020 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. |
(6) | 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 April 1, 2020. The number of shares withheld was determined on May 3, 2021, based on the closing price of NATR common stock on that date. |
(7) | 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 September 14, 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. |
(8) | 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 29, 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Moorehead Terrence C/O NATURE'S SUNSHINE PRODUCTS, INC. 2901 W. BLUEGRASS BLVD., SUITE 100 LEHI, UT 84043 | X |
| CEO |
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Signatures
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/s/ Nathan G. Brower as attorney-in-fact for Terrence Moorehead | | 5/3/2021 |
**Signature of Reporting Person | Date |
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