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^*

Isely Elizabeth

(Last)

(First)

(Middle)

C/O NATURAL GROCERS BY VITAMIN COTTAGE

12612 W. ALAMEDA PARKWAY

(Street)

LAKEWOOD

80228

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Natural Grocers by Vitamin Cottage, Inc. [ NGVC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Exec. Vice President		13D Group Member

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2012

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	07/27/2012		A⁽¹⁾	V	1,894,727	A	⁽¹⁾	1,894,727	D
Common Stock	07/30/2012		S		640,421	D	$15	1,254,306	D
Common Stock	07/27/2012		J⁽¹⁾	V	71,772	A	⁽¹⁾	71,772	I	By KIVC 1, LLC⁽²⁾
Common Stock	07/27/2012		J⁽¹⁾	V	572,097	A	⁽¹⁾	572,097	I	By KIVC 2, LLC⁽²⁾
Common Stock	07/27/2012		J⁽¹⁾	V	616,254	A	⁽¹⁾	616,254	I	By ZIVC, LLC⁽²⁾
Common Stock	07/27/2012		J⁽¹⁾	V	201,856	A	⁽¹⁾	201,856	I	By HIVC 1, LLC⁽²⁾
Common Stock	07/27/2012		J⁽¹⁾	V	478,788	A	⁽¹⁾	478,788	I	By HIVC 2, LLC⁽²⁾
Common Stock	07/27/2012		J⁽¹⁾	V	627,800	A	⁽¹⁾	627,800	I	By FTVC, LLC⁽²⁾
Common Stock	07/30/2012		S		55,950	D	$15	571,850	I	By FTVC, LLC⁽²⁾

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)

Explanation of Responses:

1. Shares were acquired by the direct beneficial owner in a redomestication, holding company reorganization exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, under Rule 16b-7 promulgated thereunder. In connection with, and immediately prior to the completion of, the issuer's initial public offering, the then existing shareholders of Vitamin Cottage Natural Food Markets, Inc. (now the issuer's wholly-owned subsidiary and operating company) exchanged their shares of capital stock in the operating company for a ratable percentage of shares of common stock of the issuer.

2. Reporting Person is a beneficiary through a member trust, but has no investment power over these shares and disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.

Remarks:

The Reporting Person is a party to a Stockholders Agreement entered into in connection with the reorganization transaction that contains voting agreements and thus is a member of a Schedule 13D group that beneficially owns more than 10% of the issuer's common stock.

	/s/ Kemper Isely, by Power of Attorney	07/31/2012
	** 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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