Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

 

NATURES SUNSHINE PRODUCTS, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

639027101

(CUSIP Number)

Red Mountain Capital Partners LLC

Attn: Willem Mesdag

1999 Avenue of the Stars, Suite 1100, PMB #314

Los Angeles, California 90067

Telephone (310) 432-0200

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

September 15, 2021

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 2 OF 10 PAGES

 

1		NAME OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     Red Mountain Capital Partners LLC                         73-1726370
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☒        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS*     AF, WC (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

Number of shares  beneficially  owned by each reporting person with:				7		SOLE VOTING POWER     279,432 shares (See Item 5)
				8		SHARED VOTING POWER     None (See Item 5)
				9		SOLE DISPOSITIVE POWER     279,432 shares (See Item 5)
				10		SHARED DISPOSITIVE POWER     None (See Item 5)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     279,432 shares (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     1.4% (See Item 5)
14.		TYPE OF REPORTING PERSON*     OO Limited Liability Company

 

*	See Instructions

CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 3 OF 10 PAGES

 

1		NAME OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     Red Mountain Partners, L.P.                         20-4117349
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☒        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS*     AF, WC (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

Number of shares  beneficially  owned by each reporting person with:				7		SOLE VOTING POWER     0 shares (See Item 5)
				8		SHARED VOTING POWER     None (See Item 5)
				9		SOLE DISPOSITIVE POWER     0 shares (See Item 5)
				10		SHARED DISPOSITIVE POWER     None (See Item 5)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0 shares (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0% (See Item 5)
14.		TYPE OF REPORTING PERSON*     PN Limited Partnership

 

*	See Instructions

CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 4 OF 10 PAGES

 

1		NAME OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     RMCP GP LLC                         20-4442412
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☒        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS*     AF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

Number of shares  beneficially  owned by each reporting person with:				7		SOLE VOTING POWER     0 shares (See Item 5)
				8		SHARED VOTING POWER     None (See Item 5)
				9		SOLE DISPOSITIVE POWER     0 shares (See Item 5)
				10		SHARED DISPOSITIVE POWER     None (See Item 5)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0 shares (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0% (See Item 5)
14.		TYPE OF REPORTING PERSON*     OO Limited Liability Company

 

*	See Instructions

CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 5 OF 10 PAGES

 

1		NAME OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     Red Mountain Capital Management, Inc.                         13-4057186
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS*     AF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

Number of shares  beneficially  owned by each reporting person with:				7		SOLE VOTING POWER     344,928 shares (See Item 5)
				8		SHARED VOTING POWER     None (See Item 5)
				9		SOLE DISPOSITIVE POWER     344,928 shares (See Item 5)
				10		SHARED DISPOSITIVE POWER     None (See Item 5)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     344,928 shares (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     1.7% (See Item 5)
14.		TYPE OF REPORTING PERSON*     CO Corporation

 

*	See Instructions

CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 6 OF 10 PAGES

 

1		NAME OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     Willem Mesdag
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS*     AF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     U.S. Citizen

Number of shares  beneficially  owned by each reporting person with:				7		SOLE VOTING POWER     524,997 shares (See Item 5)
				8		SHARED VOTING POWER     None (See Item 5)
				9		SOLE DISPOSITIVE POWER     524,997 shares (See Item 5)
				10		SHARED DISPOSITIVE POWER     None (See Item 5)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     524,997 shares (See Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     2.6% (See Item 5)
14.		TYPE OF REPORTING PERSON*     IN Individual

 

*	See Instructions

CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 7 OF 10 PAGES

 

This Amendment No. 10 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on November 20, 2006, as amended by Amendment No. 1 thereto, filed with the SEC on January 25, 2007, by Amendment No. 2 thereto, filed with the SEC on February 13, 2007, Amendment No. 3 thereto, filed with the SEC on December 10, 2008, Amendment No. 4 thereto, filed with the SEC on May 28, 2009, Amendment No. 5 thereto, filed with the SEC on September 20, 2012, Amendment No. 6 thereto, filed with the SEC on October 1, 2012, Amendment No. 7 thereto, filed with the SEC on March 11, 2013, Amendment No. 8 thereto filed with the SEC on August 28, 2014 and Amendment No. 9 thereto, filed with the SEC on August 25, 2014 (Amendment No. 9) (together, this Schedule 13D), by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (RMCP LLC), (ii) Red Mountain Partners, L.P., a Delaware limited partnership (RMP), (iii) RMCP GP LLC, a Delaware limited liability company (RMCP GP), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (RMCM), and (v) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, no par value (the Common Stock), of Natures Sunshine Products, Inc., a Utah corporation (Natures Sunshine). The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 10) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

RMCP LLC, RMP and RMCP GP are sometimes collectively referred to herein as Red Mountain. Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the Reporting Persons.

This Amendment No. 10 replaces, and amends and restates in its entirety the information set forth in, Amendment No. 9.

 

ITEM 4.

PURPOSE OF TRANSACTION.

Item 4 of this Schedule 13D is hereby amended to include the following information:

On September 15, 2021, RMP made an in-kind distribution for no consideration of 2,407,801 shares of Common Stock to its equity owners, including to RMCP, RMCM and entities beneficially owned by Mr. Mesdag.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a), 5(b), 5(c) and 5(e) of this Schedule 13D are hereby amended and restated as follows:

 

(a)  (b)

As a result of the in-kind distribution described in Item 4 above, neither RMP nor RMCP GP beneficially owns any shares of Common Stock.

 

(1) All calculations of percentage ownership in this Schedule 13D are based on (i) the 19,936,372 shares of Common Stock outstanding as of July 23, 2021, as reported in the Form 10-Q which was filed by Natures Sunshine with the Securities and Exchange Commission on August 5, 2021.

CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 8 OF 10 PAGES

 

RMCP LLC beneficially owns, in the aggregate, 279,432 shares of Common Stock, which represent approximately 1.4% of the outstanding Common Stock. RMCP LLC has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 279,432 shares of Common Stock.

RMCM beneficially owns directly 65,496 shares of Common Stock, which represent approximately 0.3% of the outstanding Common Stock. Because RMCM may be deemed to control RMCP LLC, RMCM may be deemed to beneficially own, and to have the power to vote or direct the vote of, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMCP LLC. Therefore, RMCM may be deemed to beneficially own, in the aggregate, 344,928 shares of Common Stock, which represent approximately 1.7% of the outstanding Common Stock.

Mr. Mesdag beneficially owns directly 180,069 shares of Common Stock, which represent approximately 0.9% of the outstanding Common Stock. Mr. Mesdag has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 180,069 shares of Common Stock. Because Mr. Mesdag may be deemed to control RMCP LLC and RMCM, Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote of, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMCP LLC and RMCM. As a result, Mr. Mesdag may be deemed to beneficially own, in the aggregate, 524,997 shares of Common Stock, which represent approximately 2.6% of the outstanding Common Stock.

Each of RMCP LLC, RMP and RMCP GP affirms membership in a group with each other but disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.

The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, Mr. Teets disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.

 

(c)	The information set forth in Item 4 above is hereby incorporated by reference into this Item 5(c).

 

(e)	As of September 15, 2021, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock.

CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 9 OF 10 PAGES

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 17, 2021

 

 

 

 

 

CUSIP No. 639027101		SCHEDULE 13D/A		PAGE 10 OF 10 PAGES

 

EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
1		Joint Filing Agreement dated as of November 20, 2006, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on November 20, 2006).
2		Voting Agreement dated as of May 22, 2009, by and among Natures Sunshine Products, Inc., Kristine F. Hughes, Eugene L. Hughes, Pauline Hughes Francis and Red Mountain Capital Partners II, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Natures Sunshine with the SEC on May 28, 2009).
3		Voting Agreement dated as of May 22, 2009, by and among Natures Sunshine Products, Inc., Kristine F. Hughes, Eugene L. Hughes, Pauline Hughes Francis and Red Mountain Capital Partners III, L.P. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Natures Sunshine with the SEC on May 28, 2009).
4		Joint Filing Agreement dated as of March 11, 2013, by and among the Reporting Persons (incorporated by reference to Exhibit 4 to Amendment No. 7 to the Schedule 13D filed by the Reporting Persons with the SEC on March 11, 2013).
5		Confidentiality and Standstill Agreement dated as of August 25, 2014, by and between Natures Sunshine Products, Inc. and Red Mountain Capital Partners LLC (incorporated by reference to Exhibit 5 to Amendment No. 9 to the Schedule 13D filed by the Reporting Persons with the SEC on August 25, 2014).