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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BATY JOSEPH W (Last) (First) (Middle) 2901 W. BLUEGRASS BLVD. #100 (Street) LEHI UT 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 & Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 01/25/2021
	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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	01/25/2021		M		6,000(1)	A	(1)	108,251	D
Common Shares	01/25/2021		F		1,467(2)	D	$15.95	106,784	D
Common Shares	01/25/2021		M		2,222(3)	A	(3)	109,006	D
Common Shares	01/25/2021		F		543(4)	D	$15.95	108,463	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(1)	01/25/2021		M			6,000	(5)	12/04/2021(5)	Common Shares	6,000	$0	24,000	D
Performance Units	(3)	01/25/2021		M			2,222	(6)	03/06/2022(6)	Common Shares	2,222	$0	8,889	D

Explanation of Responses:

1. These shares are vested shares resulting from the achievement of a share price milestone pursuant to a December 21, 2018 performance-based restricted stock unit grant (PRSU). The shares vested upon achievement of the $14.48 share price milestone over a period of 45-trading days. One-sixth of the PRSU grant vests upon the achievement of each milestone.

2. Represents shares of NATR common stock withheld to pay taxes upon vesting of performance-based restricted stock units originally granted to the Reporting Person on December 21, 2018. The number of shares withheld was determined on January 25, 2021, based on the closing price of NATR common stock on that date.

3. These shares are vested shares resulting from the achievement of a share price milestone pursuant to a March 6, 2019 performance-based restricted stock unit grant (PRSU). The shares vested upon achievement of the $14.48 share price milestone over a period of 45-trading days. One-sixth of the PRSU grant vests upon the achievement of each milestone.

4. Represents shares of NATR common stock withheld to pay taxes upon vesting of performance-based restricted stock units originally granted to the Reporting Person on March 6, 2019. The number of shares withheld was determined on January 25, 2021, based on the closing price of NATR common stock on that date.

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 December 4, 2021. 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.

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 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 6, 2022. 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.

Remarks:

	Joseph W. Baty	01/27/2021
	** 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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