Sec Form 4 Filing - Isely Raquel M. @ Natural Grocers by Vitamin Cottage, Inc. - 2021-06-28

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 Isely Raquel M. 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 WEST ALAMEDA PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2021 (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 06/28/2021 M 200 ( 1 ) A $ 0 107,488 D Common Stock 06/28/2021 F( 2 ) 68 D $ 10.61 107,420 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 ) 06/28/2021 M 200 06/28/2021 06/28/2021 Common Stock 200 $ 0 3,610 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Isely Raquel M. C/O NATURAL GROCERS BY VITAMIN COTTAGE 12612 WEST ALAMEDA PARKWAY LAKEWOOD, CO80228 13D Group Member Signatures /s/ Kemper Isely, by Power of Attorney 06/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of NGVC common stock issued to the reporting person upon settlement of 200 restricted stock units on June 28, 2021, the business day immediately following the vesting date of June 27, 2021, 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: (i) 205 will vest on each of November 1, 2021 and 2022; (ii) 200 will vest on each of June 27, 2022 and 2023; (iii) 100 will vest on each of October 15, 2021, 2022, 2023 and 2024; and (iv) 480 will vest on each of October 1, 2021, 2022, 2023, 2024 and 2025.

Remarks: The Reporting Person is a party to a Stockholders Agreement that contains voting agreements and thus is a member of a Schedule 13D group that beneficially owns more than 10% of the issuer's common stock. The number of shares identified as beneficially owned by the Reporting Person excludes shares of Common Stock deemed to be beneficially owned by her solely because of this Stockholders Agreement.

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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