Moorehead Terrence Form 4 NATURES SUNSHINE PRODUCTS / Terrence Moorehead 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^*

Moorehead Terrence

(Last) (First) (Middle)

C/O NATURE'S SUNSHINE PRODUCTS, INC.

2901 W. BLUEGRASS BLVD., SUITE 100

(Street)

LEHI UT 84043

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2021

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

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 Shares	08/20/2021		M		9,804(1)	A	(1)	357,710	D
Common Shares	08/20/2021		F		3,859(2)	D	$17.03	353,851	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
Performance Units	(1)	08/20/2021		M			9,804	(3)	04/01/2023(3)	Common Shares	9,804	$0	58,827	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 485 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 3,668 shares granted to the reporting person on April 1, 2020 and 191 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 April 1, 2023. Remaining PRSUs vest in connection with achievement of the following stock price milestones: $20.36, as adjusted for a special dividend.

Remarks:

	/s/ Nathan G. Brower as attorney-in-fact for Terrence Moorehead	08/23/2021
	** 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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