X0306 4 2020-11-02 0001547459 Natural Grocers by Vitamin Cottage, Inc. NGVC 0001726950 Dissinger Todd C/O NATURAL GROCERS BY VITAMIN COTTAGE 12612 WEST ALAMEDA PARKWAY LAKEWOOD CO 80228 1 Chief Financial Officer Common Stock 2020-11-02 4 M 0 1620 0 A 34279 D Common Stock 2020-11-02 4 F 0 469 10.64 D 33810 D Restricted Stock Units 0 2020-11-02 4 M 0 1620 0 D 2020-11-02 2020-11-02 Common Stock 1620 67280 D Represents shares of NGVC common stock issued to the reporting person upon settlement of 1,620 restricted stock units on November 2, 2020, the business day immediately following the vesting date of November 1, 2020, where each restricted stock unit represented the economic equivalent of one share of NGVC common stock. Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of the restricted stock units. Each restricted stock unit represents a contingent right to receive one share of NGVC common stock. These restricted stock units include: (a) 1,620 restricted stock units vesting on each of November 1, 2021 and 2022; (b) 12,013 restricted stock units vesting on each of January 2, 2021 and 2022, and 12,014 restricted stock units vesting on January 2, 2023; provided, however, that all the restricted stock units in this clause (b) that are unvested will become fully vested upon the occurrence of a change in control affecting the Company; (c) 4,000 restricted stock units vesting on each of June 27, 2021, 2022 and 2023; (d) 1,600 of restricted stock units vesting on each of October 1, 2021, 2022, 2023 and 2024; and (d) 1,920 restricted stock units vesting on each of October 1, 2021, 2022, 2023, 2024 and 2025. /s/ Todd Dissinger 2020-11-04