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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Units | (3) | 04/12/2021 | A | 5,814 | (3) | 09/14/2021 | Common Shares | 5,814.00 (4) | $ 0 | 117,693 | D | ||||
| Performance Units | (5) | 04/12/2021 | A | 2,967 | (5) | 03/29/2022 | Common Shares | 2,967.00 (4) | $ 0 | 60,047 | D | ||||
| Performance Units | (6) | 04/12/2021 | A | 3,395 | (6) | 04/01/2023 | Common Shares | 3,395.00 (4) | $ 0 | 68,631 | D | ||||
| 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 | ||
| /s/ Nathan G. Brower as attorney-in-fact for Terrence Moorehead | 04/14/2021 | |
| **Signature of Reporting Person | Date |
| * | 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) | The reporting person was previously granted, and reported, certain RSU awards. The number of shares underlying such awards were adjusted pursuant to the terms of the original grant as a result of a special cash dividend paid by the Company on April 12, 2021. Incremental shares granted pursuant to such adjustments are reported in the aggregate with 1,914 relating to a September 25, 2018 grant; 1,896 relating to a March 29, 2019 grant; and 3,818 relating to an April 1, 2020 grant. Of the total number of incremental shares granted, 2,580 shares immediately vested in order to match the original grants of shares, which vested after the record date of the special dividend, but before the payment date. |
| (2) | Represents shares of NATR common stock withheld to pay taxes upon the grant of immediately vested restricted stock units granted to the reporting person in connection with a special dividend. The number of shares withheld was determined on April 12, 2021, based on the closing price of NATR common stock on that date. Withheld shares are reported in the aggregate with 383 relating to a March 29, 2019 grant; and 619 relating an April 1, 2020 grant. |
| (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 six growth rate milestones related to NATR's closing stock price that may be attained within a three-year performance period ending September 14, 2021. Remaining PRSUs vest in connection with achievement of the following stock price milestones: $19.91; $22.63; and $25.34. |
| (4) | The reporting person was previously granted, and reported, certain performance awards. The number of shares underlying such awards were adjusted pursuant to the terms of the original grant as a result of a special cash dividend paid by the Company on April 12, 2021. |
| (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 March 29, 2022. Remaining PRSUs vest in connection with achievement of the following stock price milestones: $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 remaining PRSUs is contingent upon the achievement of the following share price milestone, which must be achieved within a three-year performance period ending April 1, 2023: $20.36, as adjusted for a special dividend. Such milestone 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. |