X0306 4 2012-09-14 0 0000275053 NATURES SUNSHINE PRODUCTS INC NATR 0001374566 MESDAG WILLEM 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 1 0 0 0 0001374588 RED MOUNTAIN CAPITAL PARTNERS LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below. 0001374602 RED MOUNTAIN CAPITAL PARTNERS II, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below. 0001374600 RED MOUNTAIN CAPITAL PARTNERS III, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below. 0001374606 RMCP GP LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below. 0001374607 RED MOUNTAIN CAPITAL MANAGEMENT INC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below. Common Stock 2012-09-14 4 P 0 30000 15.58 A 785050 I See footnote 6 and Remarks below. Common Stock 2012-09-14 4 P 0 121609 15.3916 A 906659 I See footnote 6 and Remarks below. Common Stock 2012-09-17 4 P 0 50000 15.7421 A 956659 I See footnote 6 and Remarks below. Common Stock 2012-09-18 4 P 0 6500 15.8958 A 963159 I See footnote 6 and Remarks below. Common Stock 562424 I See footnote 5 and Remarks below. Director Stock Option (right to buy) 5.35 2009-11-06 2019-09-24 Common Stock 25000 25000 D Acquired in a private transaction. 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. 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. 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. These shares are held directly by Red Mountain Capital Partners III, L.P. ("RMCP III"). These shares are held directly by Red Mountain Capital Partners II, L.P. ("RMCP II"). 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) 2012-09-18