* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
The filing of this Form 3 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott
Capital") or Jeffrey D. Watkins, the president of Prescott Capital is or was for the purposes of Section 16(a) of the
Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock of
Nature's Sunshine Products, Inc. (the "Common Stock") purchased by Prescott Group Aggressive Small Cap Master Fund, G.P.
(the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P.or Prescott Group Aggressive Small Cap II,
L.P. (together the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Mr. Watkins disclaim such
beneficial ownership. |
(2) |
Prescott Capital holds indirectly 1,865,383 shares of Common Stock of Nature's Sunshine Products, Inc. through the account of
the Master Fund of which the Prescott Capital is the Investment Manager. The Master Fund holds the shares of Common Stock
for the accounts of the Small Cap Funds, for which Prescott Capital is the Investment Manager. Prescott Capital receives a
portion of the profits in the form of a capital allocation from and owns a partnership interest in the Small Cap Funds. Mr.
Watkins reports the shares held indirectly by Prescott Capital because, as the president of Prescott Capital, he may be
deemed to beneficially own, and to have shared voting and dispositive power over, such shares. |