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 *
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)
03/27/2020
(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 03/27/2020   F   4,458 (1) D $ 7.83 151,776 D  
Common Shares 04/01/2020   A   64,128 (2) A $ 7.83 215,904 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 (3) 04/01/2020   A   111,832     (3) 04/01/2023 Common Shares 111,832.00 $ 0 111,832 D  
Performance Units (4) 04/01/2020   A   59,451     (4) 03/29/2022 Common Shares 59,451.00 $ 0 114,155 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   04/02/2020
**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) Represents shares of NATR common stock withheld to pay taxes upon vesting of restricted stock units originally granted to the Reporting Person on March 29, 2019. The number of shares withheld was determined on March 30, 2020, based on the closing price of NATR common stock on that date.
(2) These shares are in the form of restricted stock units (RSUs). Each RSU represents the right to receive one share of NATR common stock. These RSUs vest in three equal annual installments beginning on April 1, 2021.
(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.
(4) These shares are in the form of performance-based restricted stock units (PRSUs) granted pursuant to the employment agreement between the issuer and the reporting person. Each PRSU represents the right to receive one share of NATR common stock. 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, which must be achieved within a two-year performance period ending March 29, 2022.

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