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)
8/20/2021
(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  8/20/2021    M    4481 (1) A  (1) 145563  D   
Common Shares  8/20/2021    F    1768 (2) D $17.03  143795  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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Units   (1) 8/20/2021    M        4481    (3) 3/30/2023 (3) Common Shares  4481.0  $0  26890  D   

Explanation of Responses:
(1)  Shares vested one-year after the share price milestone of $9.92 was achieved, which was achieved on August 20, 2020. One-twelfth of the PRSU grant vested upon the achievement of the milestone and one-twelfth vests on the date that is one-year following the achievement of such milestone subject to the recipient's continued employment. 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 with 222 shares being added to the original grant.
(2)  Represents shares of NATR common stock withheld to pay taxes upon vesting of performance-based restricted stock units, comprising 1680 shares granted to the reporting person on March 30, 2020 and 88 shares granted to the reporting person in connection with a special dividend on April 12, 2021. The number of shares withheld was determined on August 20, 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 March 30, 2023. Remaining PRSUs vest in connection with achievement of the following stock price milestones: $20.36, as adjusted for a special dividend.

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


EVP & Chief Financial Officer

Signatures
Joseph W. Baty 8/23/2021
**Signature of Reporting Person Date
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