04/14/2021 | Press release | Distributed by Public on 04/14/2021 16:37
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*
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2. Issuer Name and Ticker or Trading Symbol NATURES SUNSHINE PRODUCTS INC [ NATR] |
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/12/2021 |
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4. If Amendment, Date of Original Filed (Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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 | 04/12/2021 | A | 1,977(1) | A | $0 | 132,837 | D |
Common Shares | 04/12/2021 | F | 178(2) | D | $19.64 | 132,659 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
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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 | (3) | 04/12/2021 | A | 936 | (3) | 12/04/2021 | Common Shares | 936(4) | $0 | 18,936 | D |
Performance Units | (5) | 04/12/2021 | A | 1,554 | (5) | 03/30/2023 | Common Shares | 1,554(4) | $0 | 31,371 | D |
Performance Units | (6) | 04/12/2021 | A | 348 | (6) | 03/06/2022 | Common Shares | 348(4) | $0 | 7,015 | D |
Explanation of Responses: |
1. The reporting person was previously granted, and reported, certain RSU awards. The number of shares underlying such awards were adjusted pursuant to the terms of the original grant as a result of a special cash dividend paid by the Company on April 12, 2021. Incremental shares granted pursuant to such adjustments are reported in the aggregate with 231 relating to a January 1, 2019 grant; and 1,746 relating to a March 30, 2020 grant. Of the total number of incremental shares granted, 730 shares immediately vested in order to match the original grants of shares, which vested after the record date of the special dividend, but before the payment date. |
2. Represents shares of NATR common stock withheld to pay taxes upon the grant of immediately vested restricted stock units granted to the reporting person in connection with a special dividend. The number of shares withheld was determined on April 12, 2021, based on the closing price of NATR common stock on that date. |
3. 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. Remaining PRSUs vest in connection with achievement of the following stock price milestones: $19.91; $22.63; and $25.34. |
4. The reporting person was previously granted, and reported, certain performance awards. The number of shares underlying such awards were adjusted pursuant to the terms of the original grant as a result of a special cash dividend paid by the Company on April 12, 2021. |
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 remaining PRSUs is contingent upon the achievement of the following share price milestone, which must be achieved within a three-year performance period ending March 30, 2023: $20.36, as adjusted for a special dividend. Such milestone must be achieved as evidenced by the Volume-weighted average price (VWAP) over a period of 30-trading days. One-twelfth of the PRSUs vest upon the achievement of each milestone and an additional one-twelfth vests on the date that is one-year following the achievement of such milestone subject to the recipient's continued employment. |
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. Remaining PRSUs vest in connection with achievement of the following stock price milestones: $19.91; $22.63; and $25.34. |
Remarks: |
Joseph W. Baty | 04/14/2021 |
** 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). | |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |