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*
MESDAG WILLEM

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/14/2012 P 30,000 A $15.58(1) 785,050 I See footnote 6 and Remarks below.(6)
Common Stock 09/14/2012 P 121,609 A $15.3916(2) 906,659 I See footnote 6 and Remarks below.(6)
Common Stock 09/17/2012 P 50,000 A $15.7421(3) 956,659 I See footnote 6 and Remarks below.(6)
Common Stock 09/18/2012 P 6,500 A $15.8958(4) 963,159 I See footnote 6 and Remarks below.(6)
Common Stock 562,424 I See footnote 5 and Remarks below.(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy) $5.35 11/06/2009 09/24/2019 Common Stock 25,000 25,000 D
1. Name and Address of Reporting Person*
MESDAG WILLEM

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RED MOUNTAIN CAPITAL PARTNERS LLC

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RED MOUNTAIN CAPITAL PARTNERS II, L.P.

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RED MOUNTAIN CAPITAL PARTNERS III, L.P.

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RMCP GP LLC

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RED MOUNTAIN CAPITAL MANAGEMENT INC

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
Explanation of Responses:
1. Acquired in a private transaction.
2. Weighted average of shares acquired in open-market transactions on September 14, 2012. Red Mountain Capital Partners LLC hereby undertakes to provide full information regarding the number of shares and prices at which those trades were effected upon request by the SEC staff, the issuer, or a securityholder of the issuer.
3. Weighted average of shares acquired in open-market transactions on September 17, 2012. Red Mountain Capital Partners LLC hereby undertakes to provide full information regarding the number of shares and prices at which those trades were effected upon request by the SEC staff, the issuer, or a securityholder of the issuer.
4. Weighted average of shares acquired in open-market transactions on September 18, 2012. Red Mountain Capital Partners LLC hereby undertakes to provide full information regarding the number of shares and prices at which those trades were effected upon request by the SEC staff, the issuer, or a securityholder of the issuer.
5. These shares are held directly by Red Mountain Capital Partners III, L.P. ("RMCP III").
6. These shares are held directly by Red Mountain Capital Partners II, L.P. ("RMCP II").
Remarks:
This Form 4 is jointly filed by (i) RMCP II, (ii) RMCP III, (iii) RMCP GP LLC ("RMCP GP"), (iv) Red Mountain Capital Partenrs LLC ("RMCP LLC"), (v) Red Mountain Capital Management, Inc. ("RMCM"), and (vi) Mr. Mesdag. RMCP GP is the general partner of each of RMCP II and RMCP III. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Mr. Mesdag is also a director of Nature's Sunshine Products, Inc. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMCP II and RMCP III, may be deemed to beneficially own some or all of the securities reported as being held by RMCP II and RMCP III. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. In addition, RMCP II disclaims beneficial ownership of any securities held directly by RMCP III, and RMCP III disclaims beneficial ownership of any securities held directly by RMCP II. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Will Mesdag (on behalf of himself and the other reporting persons hereunder) 09/18/2012
** 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).
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