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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
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 *

Moorehead Terrence
2. Issuer Name and Ticker or Trading Symbol

NATURES SUNSHINE PRODUCTS INC [ NATR ]
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)
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  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)
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     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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Moorehead Terrence
C/O NATURE'S SUNSHINE PRODUCTS, INC.
2901 W. BLUEGRASS BLVD., SUITE 100
LEHI, UT 84043
X
CEO

Signatures
/s/ Nathan G. Brower as attorney-in-fact for Terrence Moorehead5/3/2021
**Signature of Reporting PersonDate

Natures Sunshine Products (NASDAQ:NATR)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Natures Sunshine Products Charts.
Natures Sunshine Products (NASDAQ:NATR)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Natures Sunshine Products Charts.