SEC Form SC 13G/A filed by Nature's Sunshine Products Inc. (Amendment)
CUSIP No. 639027101
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1
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NAME OF REPORTING PERSONS
Prescott Group Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,782,797
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,782,797
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,782,797
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%**
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12
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TYPE OF REPORTING PERSON*
IA
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 639027101
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1
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NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,781,229 |
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,781,229
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,781,229
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%**
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12
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 639027101
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1
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NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,781,229 |
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,781,229
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,781,229
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%**
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12
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 639027101
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1
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NAME OF REPORTING PERSONS
Prescott Group Aggressive Small Cap Master Fund, G.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,781,229 |
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,781,229
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,781,229
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%**
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12
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TYPE OF REPORTING PERSON*
PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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CUSIP No. 639027101
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1
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NAME OF REPORTING PERSONS
Phil Frohlich
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,782,797
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6
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SHARED VOTING POWER
0 |
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7
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SOLE DISPOSITIVE POWER
1,782,797
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,782,797
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%**
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12
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TYPE OF REPORTING PERSON*
IN, HC
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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**
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SEE ITEM 4.
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Item 1(a)
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Name of Issuer.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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Item 2(a)
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Name of Person Filing.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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Item 2(c)
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Citizenship or Place of Organization.
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Item 2(d)
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Title of Class of Securities.
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Item 2(e)
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CUSIP Number.
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Item 3
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Reporting Person.
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____.
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Item 4
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Ownership.
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(a)
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Each of Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 1,782,797 shares of Common Stock as of December 31, 2022. Each of the Small Cap Funds and the Master Fund are the beneficial owners of 1,781,229 shares of Common
Stock as of December 31, 2022.
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(b)
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Each of Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 9.3% of the outstanding shares of Common Stock. This percentage is determined by dividing 1,782,797 by 19,166,635, the number of shares of Common Stock
outstanding as of October 21, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022. Each of the Small Cap Funds and the Master Fund are the beneficial owners of 9.3% of the
outstanding shares of Common Stock. This percentage is determined by dividing 1,781,229 by 19,166,635, the number of shares of Common Stock outstanding as of October 21, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 3, 2022.
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(c)
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Prescott Capital, as the general partner and investment manager of the Small Cap Funds, the general partners of the Master Fund, may direct the Small Cap Funds to direct the voting and disposition of the 1,781,229 shares of Common Stock
held by the Master Fund as of December 31, 2022. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the voting and disposition of the 1,781,229 shares of Common Stock held by the Master Fund as of December 31, 2022. As the
general partner of the Account, Prescott Capital may direct the vote and disposition of the 1,568 shares of Common Stock held by the Account as of December 31, 2022. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the
voting and disposition of the 1,568 shares of Common Stock held by the Account as of December 31, 2022.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Item 8
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Identification and Classification of Members of the Group.
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Item 9
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Notice of Dissolution of Group.
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Item 10
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Certification.
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Prescott Group Capital Management, L.L.C.
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap II, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap Master Fund, G.P.
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By:
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Prescott Group Aggressive Small Cap, L.P.,
general partner
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By:
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Prescott Group Aggressive Small Cap II, L.P.,
general partner
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By:
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Prescott Group Capital Management, L.L.C.,
general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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/s/ Phil Frohlich
Phil Frohlic
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