FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Yates Bryant J
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2022
3. Issuer Name and Ticker or Trading Symbol
NATURES SUNSHINE PRODUCTS INC [NATR]
(Last)
(First)
(Middle)
2901 WEST BLUEGRASS BLVD., STE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & President, Europe
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LEHI, UT 84043
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Shares 74,996 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (2) 03/05/2023 Common Shares 10,125 $ 11.98 D  
Employee Stock Option (Right to Buy)   (3) 03/11/2024 Common Shares 15,000 $ 13.88 D  
Performance Units   (4) 03/30/2023 Common Shares 8,148 (5) $ 0 D  
Performance Units   (6) 03/26/2024 Common Shares 10,326 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yates Bryant J
2901 WEST BLUEGRASS BLVD.
STE 100
LEHI, UT 84043
      EVP & President, Europe  

Signatures

/s/ Nathan G. Brower as attorney-in-fact for Bryant J. Yates 03/22/2022
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 in the form of common stock in addition to 12,456 restricted stock units (RSUs) that began vesting in three annual installments beginning March 30, 2021 (which includes 616 shares granted in connection with a special dividend on April 12, 2021), and 7,848 RSUs that vest in three annual installments beginning on March 26, 2022.
(2) These shares are in the form of stock options (Options). Options vested in four equal annual installments over each year of service measured from March 5, 2013.
(3) These shares are in the form of stock options (Options). Options vested in four equal annual installments over each year of service measured from February 11, 2014.
(4) 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; $18.07; and $20.36, adjusted for a special dividend. 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.
(5) These shares are in the form of performance-based restricted stock units (PRSUs) comprising 7,743 shares granted to the reporting Person on March 30, 2020 and 405 shares granted to the reporting person in connection with a special dividend on April 12, 2021. The vesting of these PRSUs relates to the following share price milestones: $18.07 and $20.36, as adjusted for a special dividend. The first one-twelfth for the $18.07 milestone has already vested, and the second one-twelfth will vest April 6, 2022.
(6) These shares are in the form of performance-based restricted stock units (PRSUs) granted to the reporting person on March 26, 2021. 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: $20.46; $22.68; $24.89; $27.11; $29.32; and $31.54. 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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