Form Type: 4

SEC EDGAR Link
Accession Number:0001437749-20-014255
Date:2020-06-27
Issuer: NATURAL GROCERS BY VITAMIN COTTAGE, INC. (NGVC)
Original Submission Date:

Reporting Person:

DISSINGER TODD
C/O NATURAL GROCERS BY VITAMIN COTTAGE
12612 WEST ALAMEDA PARKWAY LAKEWOOD, CO 80228

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-06-27 M 4,000 a $0.00 29,696 direct
COMMON STOCK 2020-06-27 F 1,159 d $13.45 28,537 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2020-06-27 deemed execution date M 4,000 (d) 2020-06-27 2020-06-27 common stock 4,000 $0.00 62,702 direct
Footnotes
IDfootnote
f1 represents shares of ngvc common stock issued to the reporting person upon the vesting of 4,000 restricted stock units on june 27, 2020, where each restricted stock unit represented the economic equivalent of one share of ngvc common stock.
f2 exempt transaction pursuant to section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with rule 16b-3. all of the shares reported as disposed of on this line were relinquished by the reporting person and cancelled by the issuer in exchange for the issuer's agreement to pay federal and state tax withholding obligations of the reporting person resulting from the vesting of the restricted stock units.
f3 each restricted stock unit represents a contingent right to receive one share of ngvc common stock.
f4 of these restricted stock units:a) 1,802 restricted stock units will vest on august 13, 2020;b) 1,620 restricted stock units will vest on each of november 1, 2020, 2021 and 2022;c) 12,013 restricted stock units will vest on each of january 2, 2021 and 2022 and 12,014 restricted stock units will vest on january 2, 2023; provided, however, that all the restricted stock units in this clause c) that are unvested will become fully vested upon the occurrence of a change in control affecting the company;d) 4,000 restricted stock units will vest on each of june 27, 2021, 2022 and 2023; ande) 1,600 of these restricted stock units will vest on each of october 1, 2020, 2021, 2022, 2023 and 2024.
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