13D Filing: Wynnefield Partners Small Cap Value LP I and Natures Sunshine Products Inc (NATR)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

NATURE’S SUNSHINE PRODUCTS, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

639027101

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 8, 2017

(Date of Event which requires Filing of
this Statement)

If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒

Item 1. Security and Issuer.

This Statement of Beneficial
Ownership on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, no par value per share (the “Common
Stock”) of Nature’s Sunshine Products, Inc., a Utah corporation (the “Issuer”). The Issuer maintains its
principal executive office at 2500 West Executive Parkway, Suite 100, Lehi, Utah 84043.

Item 2. Identity and Background.

This Schedule 13D is filed by the Wynnefield
Reporting Persons.

(a), (b), (c) and
(f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”),
Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Small Cap Value Offshore Fund, Ltd.
(“Wynnefield Offshore”), Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan (“Plan”), Wynnefield
Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson Obus and Joshua H. Landes. The
Wynnefield Reporting Persons that are entities, are each separate and distinct entities with different beneficial owners (whether
designated as limited partners or stockholders).

WCM, a New York limited
liability company, is the general partner of Wynnefield Partners I and Wynnefield Partners, each a private investment company organized
as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua H. Landes are the managing members of WCM
and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized
under the laws of the Cayman Islands. The Plan is an employee profit sharing plan organized under the laws of the State of Delaware.
Messrs. Obus and Landes are the co-trustees of the Plan. Messrs. Obus and Landes are citizens of the United States of America.

The business address
of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

(d) and (e). During
the last five years, none of the Wynnefield Reporting Persons had been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or
Other Consideration.

The securities reported
in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately
$24,272,880.00 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the
Wynnefield Reporting Persons who directly beneficially own such securities.

Item 4. Purpose of the Transaction

On June 8, 2017, the Issuer appointed Mr.
Robert D. Straus, an employee of WCM to its Board of Directors (the “Board”). Mr. Straus was appointed to serve as
a director until the next shareholders’ meeting at which directors are elected. Mr. Straus will initially serve on the Audit
Committee and the Compliance Committee of the Issuer.

Mr. Straus, age 47,
has served as Portfolio Manager & Analyst at WCM, since April 2015. Prior to joining WCM, Mr. Straus served as Senior Analyst
at Gilford Securities, an investment banking firm, from March 2009 until March 2015. Mr. Straus has held senior positions with
various investment banking firms for nearly 20 years, including MCF, ING, Barings and Furman Selz. Mr. Straus is a member of the
Board of Directors of two private companies: MK Acquisition LLC, an authentic mountain lifestyle apparel brand founded in Jackson
Hole, Wyoming since May 2015, and Hollender Sustainable Brands LLC, a female sexual wellness consumer brand with its headquarters
in Burlington, Vermont since May 2017. Mr. Straus previously served on the Board of Directors for B Lane, Inc., dba Fashion to
Figure, a women’s apparel plus-size omnichannel retailer based in New York, NY from September 2016 to April 2017. Mr. Straus
received his B.S.B.A. from the University of Hartford and M.B.A. from Bentley College.

The Board determined
that Mr. Straus is an independent director under the current standards for independence established by NASDAQ. In making this determination,
the Board considered Mr. Straus’ affiliation with WCM, one of the Issuer’s shareholders.

Other than as set forth
in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would
result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons
intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in
discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future
plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price
levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield
Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short
selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the
Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred
to in paragraphs (a) through (j) of Item 4.

Item 5. Interest in Securities of the Issuer.

(a), (b) and (c) As
of June 12, 2017, the Wynnefield Reporting Persons beneficially owned in the aggregate 2,184,329 shares of Common Stock, constituting
approximately 11.6% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially
owned by the Wynnefield Reporting Persons is based upon 18,863,601 shares outstanding as of April 29, 2017, as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the period ended March 31, 2017, filed with the Securities and Exchange Commission
(the “Commission”) on May 10, 2017.

The following table
sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons
listed below:

WCM is the sole general
partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners
I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct
the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition
of the shares of Common Stock that WCM may be deemed to beneficially own.

WCI is the sole investment
manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under
Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment
manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore
beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of
the shares of Common Stock that WCI may be deemed to beneficially own.

The Plan is an employee
profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes may be deemed
to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock
that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the
other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.

Beneficial ownership
of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield
Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1)
promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section
13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive
power over) in the aggregate 2,184,329 shares of Common Stock, constituting approximately 11.6% of the outstanding shares of Common
Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based
upon 18,863,601 shares outstanding as of April 29, 2017, set forth in the Issuer’s Quarterly Report on Form 10-Q for the
period ended March 31, 2017 filed with the Commission on May 10, 2017.

The filing of this
Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein
with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose
of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

The Wynnefield Reporting
Persons have not acquired or sold shares of Common Stock during the last 60 days.

(d) and (e). Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.

Other than as described herein, there are
no contracts, arrangements, understandings or relationships among the persons named in Item 2 above and between such persons
and any person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 1           Joint Filing Agreement,
dated as of June 12, 2017

SIGNATURE

After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and
correct.

Dated: June 12, 2017

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By: Wynnefield Capital, Inc.,

its Investment Manager

By: /s/ Nelson Obus

Nelson Obus, President

WYNNEFIELD CAPITAL INC. PROFIT SHARING &

MONEY
PURCHASE PLAN

By: /s/ Nelson Obus

Nelson Obus, Co-Trustee

WYNNEFIELD CAPITAL MANAGEMENT, LLC

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.

By: /s/ Nelson Obus

Nelson Obus, President

/s/ Nelson Obus

Nelson Obus, Individually

/s/ Joshua Landes

Joshua Landes, Individually