UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Nature’s Sunshine Products, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

639027101

(CUSIP NUMBER)

Phil Frohlich

1924 South Utica Ave., Suite #1120

Tulsa, Oklahoma  74104-6429

(918) 747-3412

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 16, 2020

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [X].

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

*SEE INSTRUCTIONS BEFORE FILLING OUT

*SEE INSTRUCTIONS BEFORE FILLING OUT

*SEE INSTRUCTIONS BEFORE FILLING OUT

*SEE INSTRUCTIONS BEFORE FILLING OUT

*SEE INSTRUCTIONS BEFORE FILLING OUT

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II”, and, together with Prescott Small Cap, the “Small Cap Funds”), and Phil Frohlich, the principal of Prescott Capital, relating to Common Stock, no par value per share (the “Common Stock”), of Nature’s Sunshine Products, Inc., a Utah corporation (the “Issuer”) on May 5, 2009, as amended by Amendment No. 1 filed on August 28, 2014 and Amendment No. 2 filed June 8, 2020.

This Amendment No. 3 relates to shares of Common Stock of the Issuer held in the account of (i) Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Master Fund”), of which the Small Cap Funds are general partners, and (ii) a partnership of which Prescott Capital serves as the general partner (the “Account”). Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of the 1,497,836 shares of Common Stock held by the Master Fund. As the general partner of the Account, Prescott Capital may direct the vote and disposition of the 1,568 shares of Common Stock held by the Account.  As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 1,497,836 shares of Common Stock held by the Master Fund and the 1,568 shares of Common Stock held by the Account.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

This Amendment No. 3 is being filed to report the termination of the Letter Agreement, dated August 25, 2014, by and between the Reporting Persons and the Issuer, which was previously filed as Exhibit 99.3 to Amendment No. 1 to the Schedule 13D filed with the SEC by the Reporting Persons on August 28, 2014.  The Letter Agreement automatically terminated in accordance with Section 18 thereto upon the resignation of Jeffrey D. Watkins, the Reporting Person’s representative, from the Issuer’s Board of Directors (the “Board”), effective October 16, 2020, as reported in the Issuer’s Form 8-K filed with the SEC on October 16, 2020.

In connection with the resignation of Reporting Persons’ Board representative, the Reporting Persons held discussions with certain members of the Issuer’s Board regarding a proposed replacement for the Reporting Persons’ representative on the Issuer’s Board. The Reporting Persons proposed an individual with significant public company experience, including in particular, deep data analytics experience. Subsequently, the Reporting Persons were notified that the Governance Committee of the Board had completely rejected the Reporting Persons’ candidate for Board service. The Reporting Persons are greatly disappointed that the Issuer saw no value in accepting the Reporting Persons’ thoughts and advice related to the Issuer’s future Board makeup and are reviewing various paths forward as a result of this action taken by the Issuer.

Consistent with their investment purpose, the Reporting Persons may make, or cause, dispositions of Common Stock from time to time and may acquire, or cause to be acquired, additional shares of Common Stock, in each case depending on market conditions and other factors.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Except as set forth herein, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.  Such information is based on 19,510,764 shares of Common Stock outstanding as of July 24, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 6, 2020.

As of October 21, 2020, the Master Fund directly held and beneficially owned 1,497,836 shares of Common Stock, representing approximately 7.7% of the outstanding Common Stock and 1,568 shares of Common Stock were held by the Account.  As general partners of the Master Fund, the Small Cap Funds may be deemed to beneficially own the shares of Common Stock held by the Master Fund.  As the general partner of the Small Cap Funds, Prescott Capital may also be deemed to beneficially own the shares of Common Stock held by the Master Fund.  As the general partner of the Account, Prescott Capital may be deemed to beneficially own the shares of Common Stock held by the Account.  As managing member of Prescott Capital, Phil Frohlich may be deemed to beneficially own the shares of Common Stock held by the Master Fund and the shares of Common Stock held by the Account.

The filing of this statement on Schedule 13D shall not be construed as admission that any of Prescott Capital, the Small Cap Funds or Mr. Frohlich is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 1,497,836 shares of Common Stock held by the Master Fund or the 1,568 shares of Common Stock held by the Account, and pursuant to Rule 13d-4, Prescott Capital, the Small Cap Funds and Mr. Frohlich disclaim all such beneficial ownership.

(c) There have been no transactions by the Reporting Persons in the class of securities reported on that were effected within the past 60 days.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information in Item 4 is incorporated herein by reference.

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  October 21, 2020