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

INITIAL STATEMENT OF 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 *

Dissinger Todd

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2018 

3. Issuer Name and Ticker or Trading Symbol

Natural Grocers by Vitamin Cottage, Inc. [NGVC]

(Last)        (First)        (Middle)

C/O NATURAL GROCERS BY VITAMIN COTTAGE, 12612 WEST ALAMEDA PARKWAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Financial Officer /

(Street)

LAKEWOOD, CO 80228       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

1/3/2018 

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 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   4484   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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
Restricted Stock Units   (1)   (2)   (2) Common Stock   5406     (1) D    
Restricted Stock Units   (1)   (3)   (3) Common Stock   8100     (1) D    
Restricted Stock Units   (1)   (4)   (4) Common Stock   60066     (1) D    

Explanation of Responses:
(1)  Each restricted stock unit represents a contingent right to receive one share of NGVC common stock.
(2)  1,802 of these restricted stock units will vest on each of August 13, 2018, 2019 and 2020.
(3)  1,620 of these restricted stock units will vest on each of November 1, 2018, 2019, 2020, 2021 and 2022.
(4)  12,013 of these restricted stock units will vest on each of January 2, 2019, 2020, 2021 and 2022 and 12,014 of these restricted stock units will vest on January 2, 2023; provided, however, that all such restricted stock units that are unvested will become fully vested upon the occurrence of a change in control affecting the Company.

Remarks:
The original Form 3 filed on January 3, 2018 is amended by this Form 3 amendment to correctly reflect the vesting dates of the restricted stock units referred to in footnote (2) above.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dissinger Todd
C/O NATURAL GROCERS BY VITAMIN COTTAGE
12612 WEST ALAMEDA PARKWAY
LAKEWOOD, CO 80228


Chief Financial Officer

Signatures
/s/ Kemper Isely, by Power of Attorney 8/9/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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