Natural Grocers by Vitamin Cottage (NGVC) Form 4/A Natural Grocers by Vitamin Cottage / Todd Dissinger ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dissinger Todd

(Last) (First) (Middle)

C/O NATURAL GROCERS BY VITAMIN COTTAGE

12612 WEST ALAMEDA PARKWAY

(Street)

LAKEWOOD CO 80228

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Natural Grocers by Vitamin Cottage, Inc. [ NGVC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/04/2023

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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 Stock	10/02/2023		M		3,520(1)	A	$0	63,678	D
Common Stock	10/02/2023		F(2)		1,012	D	$12.91	62,666	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Restricted Stock Units	$0(3)	10/02/2023		M			3,520	10/02/2023	10/02/2023	Common Stock	3,520	$0	96,536(4)	D

Explanation of Responses:

1. Represents shares of NGVC common stock issued to the reporting person upon the vesting of 3,520 restricted stock units ("RSUs") on October 2, 2023, the business day immediately following the vesting date of October 1, 2023, where each RSU represented the economic equivalent of one share of NGVC common stock.

2. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of the RSUs.

3. Each RSU represents a contingent right to receive one share of NGVC common stock.

4. Includes: (a) 1,600 RSUs vesting on October 1, 2024; (b) 1,920 RSUs vesting on each of October 1, 2024 and 2025; (c) 25,000 RSUs vesting on September 30, 2024; (d) 31,876 RSUs vesting on December 31, 2024; (e) 11,407 RSUs vesting on each of August 15, 2024 and 2025; and (f) 11,406 RSUs vesting on August 15, 2026.

Remarks:

The original Form 4 filed October 4, 2023 is amended by this Form 4 amendment to correctly reflect the reporting person's disposition of common stock to pay tax withholding obligations upon vesting of restricted stock units covered hereby and the amount of securities beneficially owned following the reported transactions.

	/s/ Todd Dissinger	10/20/2023
	** 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 4 (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).
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