Sec Form 4 Filing - Dissinger Todd @ Natural Grocers by Vitamin Cottage, Inc. - 2020-08-13

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 Dissinger Todd 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 X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O NATURAL GROCERS BY VITAMIN COTTAGE, 12612 WEST ALAMEDA PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2020 (Street) LAKEWOOD, CO80228 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 08/13/2020 M 1,802 ( 1 ) A $ 0 30,339 D Common Stock 08/13/2020 F( 2 ) 522 D $ 13.35 29,817 D

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 Restricted Stock Units $ 0 ( 3 ) 08/13/2020 M 1,802 08/13/2020 08/13/2020 Common Stock 1,802 $ 0 60,900 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dissinger Todd C/O NATURAL GROCERS BY VITAMIN COTTAGE 12612 WEST ALAMEDA PARKWAY LAKEWOOD, CO80228 Chief Financial Officer Signatures /s/ Todd Dissinger 08/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of NGVC common stock issued to the reporting person upon the vesting of 1,802 restricted stock units on August 13, 2020, where each restricted stock unit represented the economic equivalent of one share of NGVC common stock. ( 2 )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. ( 3 )Each restricted stock unit represents a contingent right to receive one share of NGVC common stock. ( 4 )Of these restricted stock units:a) 1,620 restricted stock units will vest on each of November 1, 2020, 2021 and 2022;b) 12,013 restricted stock units will vest on each of January 2, 2021 and 2022 and 12,014 restricted stock units will vest 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 will vest on each of June 27, 2021, 2022 and 2023; andd) 1,600 of these restricted stock units will vest on each of October 1, 2020, 2021, 2022, 2023 and 2024.

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).

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