Sec Form 3 Filing - Brower Nathan G @ NATURES SUNSHINE PRODUCTS INC - 2022-03-18

FORM 3 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 Brower Nathan G 2. Issuer Name and Ticker or Trading Symbol NATURES SUNSHINE PRODUCTS INC [ NATR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, General Counsel (Last) (First) (Middle) 2901 WEST BLUEGRASS BLVD. #100 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2022 (Street) LEHI, UT84043 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 Shares 40,629( 1 ) 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 Performance Units $ 0 ( 2 ) 03/30/2023 Common Shares 5,739( 3 ) D Performance Units $ 0 ( 4 ) 03/26/2024 Common Shares 8,598 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brower Nathan G 2901 WEST BLUEGRASS BLVD. #100 LEHI, UT84043 EVP, General Counsel Signatures Nathan Brower 03/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are in the form of common stock in addition to 8,772 restricted stock units (RSUs) that began vesting in three annual installments on March 30, 2021 (which includes 434 shares granted in connection with a special dividend on April 12, 2021), and 6,534 RSUs that vest in three annual installments beginning on March 26, 2022. ( 2 )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 the achievement of the following share price milestones, which must be achieved within three years: $9.92; $12.20; $14.50; $16.78; $18.07; and $20.36, adjusted for a special dividend. Such milestones 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. ( 3 )These shares are in the form of performance-based restricted stock units (PRSUs) comprising 5,454 shares granted to the reporting Person on March 30, 2020 and 285 shares granted to the reporting person in connection with a special dividend on April 12, 2021. The vesting of these PRSUs relates to the following share price milestones: $18.07 and $20.36, as adjusted for a special dividend. The first one-twelfth for the $18.07 milestone has already vested, and the second one-twelfth will vest April 6, 2022. ( 4 )These shares are in the form of performance-based restricted stock units (PRSUs) granted to the reporting person on March 26, 2021. Each PRSU represents the right to receive one share of NATR common stock. The vesting of the PRSUs is contingent upon the achievement of the following share price milestones, which must be achieved within three years: $20.46; $22.68; $24.89; $27.11; $29.32; and $31.54. Such milestones 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.

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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