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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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NATURES SUNSHINE PRODUCTS INC (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
639027101 (CUSIP Number) |
Yuqing Chen Shanghai Fosun Pharmaceutical (Group) Co, Ltd., No.1289 Yishan Road Shanghai, F4, 200233 86 (21) 33987000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/05/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | 639027101 |
| 1 |
Name of reporting person
Shanghai Fosun Pharmaceutical (Group) Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,918,774.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
15.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 639027101 |
| 1 |
Name of reporting person
Fosun Pharma USA Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,854,607.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
15.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, no par value | |
| (b) | Name of Issuer:
NATURES SUNSHINE PRODUCTS INC | |
| (c) | Address of Issuer's Principal Executive Offices:
2901 West Bluegrass Blvd., Suite 100, Lehi,
UTAH
, 84043. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D amends the statement on Schedule 13D originally filed by Shanghai Fosun Pharmaceutical (Group) Co., Ltd. ("Fosun Pharma") with the Securities and Exchange Commission ("SEC") on August 4, 2014, as amended by Amendment No. 1 filed with the SEC on September 2, 2014 (the "Original Schedule 13D," and together with Amendment No. 1, and this Amendment No. 2, the "Schedule 13D") relating to the common stock, no par value (the "Common Stock"), of Nature's Sunshine Products, Inc., a Utah corporation (the "Issuer"). In addition to other matters described herein, this Amendment No. 2 is being filed to report the transfer of 2,854,607 shares of Common Stock from Fosun Pharma to Fosun Pharma USA Inc. ("FPUSA"), a Delaware corporation and wholly-owned subsidiary of Fosun Pharma, and the inclusion of FPUSA as an additional Reporting Person as a result thereof. Fosun Pharma and FPUSA are referred to herein collectively as the "Reporting Persons." | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Scheduled 13D is amended by adding the following information:
(a)-(c), (f):
FPUSA is a Delaware corporation. Its principal place of business is 104 Carnegie Center Drive, Suite 204, Princeton, New Jersey 08540. FPUSA is a specialty pharmaceutical company.
Room 1917, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong
FPUSA is a wholly-owned subsidiary of Fosun Pharma.
Exhibit 99.1 (filed herewith) amends and restates the Exhibit 99.1 filed with the Original Schedule 13D and is incorporated herein by reference. | |
| (d) | During the past five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which 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 violations with respect to such laws. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended by adding the following information:
On June 5, 2025, Fosun Pharma contributed 2,854,607 shares of Common Stock to FPUSA. The Reporting Persons may dispose or continue to hold all or a portion of the shares of Common Stock reported herein, subject to the Reporting Persons' evaluation of the Issuer's business, prospects and financial condition, the market for such securities, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information from Items 7-11, inclusive, and Item 13 on the cover pages of this Schedule 13D is incorporated herein by reference. The beneficial ownership percentages used in this Schedule 13D are calculated based on a total of 18,350,801 shares of Common Stock outstanding as of April 18, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2025. | |
| (b) | The Reporting Persons have sole voting and dispositive power over an aggregate of 2,918,774 shares of Common Stock. FPUSA directly owns 2,854,607 shares of Common Stock, and Fosun Industrial Co., Limited ("Fosun Industrial") directly owns 64,167 shares of Common Stock. Fosun Pharma, as the parent of FPUSA and Fosun Industrial, indirectly beneficially owns the 2,918,774 shares of Common Stock directly owned by FPUSA and Fosun Industrial. | |
| (c) | Except as described in Item 4 of this Schedule 13D, there have been no transactions in shares of Common Stock or any other securities of the Issuer by the Reporting Persons in the 60 days prior to the filing of this Amendment No. 2. | |
| (d) | Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Amended list of directors and executive officers of Fosun Pharma, persons controlling Fosun Pharma and executive officers and directors of other persons in control of Fosun Pharma (filed herewith). | ||
| 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.
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