X0306 4 2013-03-07 0 0000275053 NATURES SUNSHINE PRODUCTS INC NATR 0001374566 MESDAG WILLEM 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 1 0 1 0 0001374606 RMCP GP LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374588 RED MOUNTAIN CAPITAL PARTNERS LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374607 RED MOUNTAIN CAPITAL MANAGEMENT INC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374603 RED MOUNTAIN PARTNERS, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 Common Stock 2013-03-07 4 P 0 284276 13.9993 A 2263766 I See footnote 2 and Remarks below. Common Stock 2013-03-11 4 P 0 83171 14.7250 A 2346937 I See footnote 2 and Remarks below. Common Stock 3076 D Director Stock Option (right to buy) 5.35 2009-11-06 2019-09-24 Common Stock 25000 25000 D Weighted average of shares acquired in open-market transactions on March 7, 2013. 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 Partners, L.P. ("RMP"). Weighted average of shares acquired in open-market transactions on March 11, 2013. 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 in the form of RSUs. Each RSU represents the right to recieve one share of NATR common stock. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) Red Mountain Capital Partners LLC ("RMCP LLC"), (iv) Red Mountain Capital Management, Inc. ("RMCM"), and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. 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 RMP may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. 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/ Willem Mesdag (on behalf of himself and the other reporting persons hereunder) 2013-03-11