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

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 *
BATY JOSEPH W
   2. Issuer Name and Ticker or Trading Symbol
NATURES SUNSHINE PRODUCTS INC [NATR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last)
(First)
(Middle)
2901 W. BLUEGRASS BLVD. #100		 3. Date of Earliest Transaction (Month/Day/Year)
01/25/2021
(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 01/25/2021   M   6,000 (1) A (1) 108,251 D  
Common Shares 01/25/2021   F   1,467 (2) D $ 15.95 106,784 D  
Common Shares 01/25/2021   M   2,222 (3) A (3) 109,006 D  
Common Shares 01/25/2021   F   543 (4) D $ 15.95 108,463 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) 01/25/2021   M     6,000   (5) 12/04/2021(5) Common Shares 6,000.00 $ 0 24,000 D  
Performance Units (3) 01/25/2021   M     2,222   (6) 03/06/2022(6) Common Shares 2,222.00 $ 0 8,889 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BATY JOSEPH W
2901 W. BLUEGRASS BLVD. #100
LEHI, UT 84043		       EVP & Chief Financial Officer  

Signatures

 Joseph W. Baty   01/27/2021
**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 December 21, 2018 performance-based restricted stock unit grant (PRSU). The shares vested upon achievement of the $14.48 share price milestone over a period of 45-trading days. One-sixth of the PRSU grant vests upon the achievement of each milestone.
(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 December 21, 2018. The number of shares withheld was determined on January 25, 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 6, 2019 performance-based restricted stock unit grant (PRSU). The shares vested upon achievement of the $14.48 share price milestone 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 6, 2019. The number of shares withheld was determined on January 25, 2021, based on the closing price of NATR common stock on that date.
(5) 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 December 4, 2021. PRSUs vest in six equal installments at each of the six following stock price milestones: $11.77; $14.48; $17.20; $19.91; $22.63; and $25.34.
(6) 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 6, 2022. PRSUs vest in six equal installments at each of the six following stock price milestones: $11.77; $14.48; $17.20; $19.91; $22.63; and $25.34.

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