SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bunker Stephen M

(Last)

(First)

(Middle)

C/O NATURE'S SUNSHINE PRODUCTS, INC.

2500 W. EXECUTIVE PARKWAY, SUITE 100

(Street)

LEHI

84043

(City)

(State)

(Zip)

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, CFO, Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2013

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/10/2013⁽¹⁾		P⁽¹⁾		0⁽¹⁾	A⁽¹⁾	⁽¹⁾	18⁽¹⁾	D
Common Stock	09/10/2013		M		10,851	A	$3.85	10,869	D
Common Stock	09/10/2013		S		5,000	D	$18.55	5,869	D
Common Stock	09/10/2013		S		5,000	D	$18.6	869	D
Common Stock	09/10/2013		S		851	D	$18.65	18	D
Common Stock	09/11/2013		M		4,149	A	$3.85	4,167	D
Common Stock	09/11/2013		S		4,149	D	$18.65	18	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$3.85⁽²⁾	09/10/2013		M			10,851	⁽³⁾	11/06/2019	Common Stock	10,851	$0.0	4,149	D
Employee Stock Option (Right to Buy)	$3.85⁽²⁾	09/11/2013		M			4,149	⁽³⁾	11/06/2019	Common Stock	4,149	$0.0	0	D

Explanation of Responses:

1. The reporting person reported ownership of 17 shares on his Form 3 filed on March 28, 2006. As a result of participation in a dividend reinvestment plan, the reporting person has acquired one additional share. The reporting person no longer participates in the dividend reinvestment plan.

2. On August 8, 2013, the Nature's Sunshine Products, Inc (the "Issuer") declared a one-time cash dividend of $1.50 per share to shareholders of record as of August 19, 2013, to be paid on August 29, 2013. As a result, pursuant to anti-dilution provisions of the Issuer's stock incentive plans, the exercise price of all outstanding options were reduced by $1.50.

3. The option grant was approved by the Issuer's board of directors on September 24, 2009, subject to shareholder approval of the stock option plan under which the option was granted. The Issuer's shareholders approved the plan on November 6, 2009. The option vested on September 1, 2012.

Remarks:

	/s/ Stephen M. Bunker	09/12/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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