Sec Form 4 Filing - LaRock & Luke Isely Trust @ Natural Grocers by Vitamin Cottage, Inc. - 2012-07-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LaRock & Luke Isely Trust 2. Issuer Name and Ticker or Trading Symbol Natural Grocers by Vitamin Cottage, Inc. [ NGVC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) 13D Group Member (Last) (First) (Middle) C/O NATURAL GROCERS BY VITAMIN COTTAGE, 12612 W. ALAMEDA PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 07/27/2012 (Street) LAKEWOOD, CO80228 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock 07/27/2012 J( 1 ) V 129,057 A 129,057 D ( 2 ) Common Stock 07/30/2012 S 37,119 D $ 15 91,938 D ( 2 ) Common Stock 07/27/2012 J( 1 ) V 627,800 A 627,800 D ( 3 ) Common Stock 07/30/2012 S 55,950 D $ 15 571,850 D ( 3 ) Common Stock 07/27/2012 J( 1 ) V 1,204,100 A 1,204,100 D ( 4 ) Common Stock 07/30/2012 S 166,161 D $ 15 1,037,939 D ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LaRock & Luke Isely Trust C/O NATURAL GROCERS BY VITAMIN COTTAGE 12612 W. ALAMEDA PARKWAY LAKEWOOD, CO80228 13D Group Member FTVC, LLC C/O NATURAL GROCERS BY VITAMIN COTTAGE 12612 W. ALAMEDA PARKWAY LAKEWOOD, CO80228 13D Group Member CTVC, LLC C/O NATURAL GROCERS BY VITAMIN COTTAGE 12612 W. ALAMEDA PARKWAY LAKEWOOD, CO80228 13D Group Member Signatures /s/ Kemper Isely, by Power of Attorney 07/31/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were acquired by the direct beneficial owner in a redomestication, holding company reorganization exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, under Rule 16b-7 promulgated thereunder. In connection with, and immediately prior to the completion of, the issuer's initial public offering, the then existing shareholders of Vitamin Cottage Natural Food Markets, Inc. (now the issuer's wholly-owned subsidiary and operating company) exchanged their shares of capital stock in the operating company for a ratable percentage of shares of common stock of the issuer. ( 2 )These shares are owned directly by The LaRock and Luke Isely Trust ( 3 )These shares are owned directly by FTVC, LLC ( 4 )These shares are owned directly by CTVC, LLC

Remarks: The Reporting Persons are party to a Stockholders Agreement entered into in connection with the reorganization transaction that contains voting agreements and thus are members of a Schedule 13D group that beneficially owns more than 10% of the issuer's common stock.

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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