SEC Form 4 · accession 0000899243-16-011637
NATURES SUNSHINE PRODUCTS INC · NATR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 11, 2016 | M | 25,000 | $2.35 | A | 66,536 | I | See Footnote and Remarks |
| Common StockF2 | holding | — | — | — | 2,407,801 | I | See Footnote and Remarks |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy) | $2.35 | Jan 11, 2016 | M | 25,000 | D | Nov 6, 2009 | Sep 24, 2019 | Common Stock | 25,000 | 0 | D |
Explanation of responses
- F1Includes 13,460 shares of Common Stock issued in settlement of outstanding vested deferred issuance restricted stock units ("RSUs") previously awarded to Willem Mesdag in his capacity as a director of the Issuer, and 25,000 shares of Common Stock received upon the exercise of a director stock option previously awarded to Mr. Mesdag in his capacity as a director of the Issuer. These shares were transferred to Red Mountain Capital Partners LLC ("RMCP") on January 11, 2016 and January 12, 2016, respectively, by Mr. Mesdag, the Managing Partner of RMCP, following his resignation as a director of the Issuer on December 22, 2015. As the Managing Partner of RMCP, Mr. Mesdag held these shares as a nominee of RMCP and an investment fund managed by RMCP and is party to an assignment agreement pursuant to which he was required to transfer such shares to RMCP upon settlement thereof. These shares are held directly by RMCP.
- F2These shares are held directly by Red Mountain Partners, L.P. ("RMP").
Remarks
This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP, (iv) Red Mountain Capital Management, Inc. ("RMCM"), and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP is the managing member of RMCP GP. RMCM is the managing member of RMCP. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP, may be deemed to beneficially own some or all of the securities reported as being held by RMCP. Each of Mr. Mesdag, RMCM, RMCP, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.