Nature Sunshine Products : Statement of changes in beneficial ownership of securities
September 07, 2020 at 06:05 am EDT
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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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
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 (Month/Day/Year)
08/20/2020
(Street)
LEHI, UT 84043
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
08/20/2020
M
9,319 (1)
A
(1)
225,223
D
Common Shares
08/20/2020
F
2,278 (2)
D
$ 11
222,945
D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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SEC 1474 (9-02)
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 Underlying Securities
(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)
08/20/2020
M
9,319
(3)
04/01/2023(3)
Common Shares
9,319.00
$ 11
102,513
D
Reporting Owners
Reporting Owner Name / Address
Relationships
Director
10% Owner
Officer
Other
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 Moorehead
08/24/2020
**Signature of Reporting Person
Date
Explanation of Responses:
*
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).
(1)
These shares are vested shares resulting from the achievement of a share price milestone pursuant to a April 1, 2020 performance-based restricted stock unit grant (PRSU). The shares vested upon achievement of the first $9.92 share price milestone over a period of 30-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 April 1, 2020. The number of shares withheld was determined on August 20, 2020, 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 the achievement of the following share price milestones, which must be achieved within three years: $9.92; $12.20; $14.50; $16.78; $19.07; and $21.36. Such milestones must be achieved as evidenced by the Volume-weighted average price (VWAP) over a period of 30-trading days. One-twelfth of the PRSUs vest 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.
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Nature's Sunshine Products Inc. published this content on 24 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 September 2020 10:04:01 UTC
Nature's Sunshine Products, Inc. is a natural health and wellness company, which markets and distributes nutritional and personal care products in more than 40 countries. The Company sells its products to a sales force of independent consultants who use the products themselves or resells them to consumers. The Company has four segments: Asia, Europe, North America, and Latin America and Other. Each of the geographic segments operates under the Natures Sunshine Products and Synergy WorldWide brands. The Latin America and Other segment include its wholesale business, in which the Company sells products to various locally managed entities, independent of the Company, that it has granted distribution rights for the relevant market. The Company's line of over 800 products includes several different product classifications, such as immune, cardiovascular, digestive, personal care, weight management and other general health products. It purchases herbs and other raw materials in bulk.