SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
SCHEDULE
13G
(Rule
13-d-102)
(Amendment
No. _)
Nature’s
Sunshine Products, Inc.
Common
Stock, no par value
(Title
of
Class of Securities)
639027101
(CUSIP
Number of Class of Securities)
July
21,
2008
(Date
of
Event which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this
Schedule
is
filed:
o RULE
13d-1(b)
x RULE
13d-1(c)
o RULE
13d-1(d)
CUSIP
NO.
639027101
1)
Name
of Reporting Person
Wynnefield
Partners Small Cap Value, L.P.
2)
Check
The Appropriate Box If A Member Of A Group (See Instructions)
(a)
(b)[X]
Reporting person is affiliated with other persons
4)
Citizenship Or Place Of Organization: Delaware
NUMBER
OF SHARES
|
5)
Sole Voting Power:
|
|
|
188,220
Shares
|
|
BENEFICIALLY
OWNED
|
|
|
BY
EACH REPORTING
|
6)
Shared Voting Power
|
|
|
0
|
|
PERSON
WITH
|
|
|
|
7)
Sole Dispositive Power:
|
|
|
188,220
Shares
|
|
|
|
|
|
8)
Shared Dispositive Power
|
|
|
0
|
|
9)
Aggregate Amount Beneficially Owned By Each Reporting Person:
188,220
Shares
10)
Check
Box If The Aggregate Amount In Row (9) Excludes Certain Shares |_|
(See
Instructions)
11)
Percent of Class Represented by Amount in Row (9):
1.2%
12)
Type
of Reporting Person (See Instructions) PN
CUSIP
NO.
639027101
1)
Name
of Reporting Person
Wynnefield
Partners Small Cap Value, L.P. I
2)
Check
the Appropriate Box If a Member of a Group (See Instructions)
(a)
(b)
[X]
Reporting Person is affiliated with other persons
4)
Citizenship or Place of Organization: Delaware
|
5)
Sole Voting Power:
|
|
|
277,143
Shares
|
|
BENEFICIALLY
OWNED
|
|
|
BY
EACH REPORTING
|
6)
Shared Voting Power
|
|
|
|
|
|
7)
Sole Dispositive Power:
|
|
|
277,143
Shares
|
|
|
|
|
|
8)
Shared Dispositive Power
|
|
|
|
|
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
277,143
Shares
10)
Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
(See
Instructions)
11)
Percent of Class Represented by Amount in Row (9):
1.8%
12)
Type
of Reporting Person: PN
CUSIP
NO.
639027101
1)
Name
of Reporting Person
Wynnefield
Small Cap Value Offshore Fund, Ltd.
2)
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
[X]
Reporting person is affiliated with other persons
4)
Citizenship or Place of Organization: Cayman Islands
|
5)
Sole Voting Power:
|
|
|
256,600
Shares
|
|
BENEFICIALLY
OWNED
|
|
|
BY
EACH REPORTING
|
6)
Shared Voting Power
|
|
|
|
|
|
7)
Sole Dispositive Power:
|
|
|
|
|
|
|
|
|
8)
Shared Dispositive Power
|
|
|
|
|
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
256,600
Shares
10)
Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
(See
Instructions)
11)
Percent of Class Represented by Amount in Row (9):
1.7%
12)
Type
of Reporting Person (See Instructions) CO
CUSIP
NO.
639027101
1)
Name
of Reporting Person
Channel
Partnership II, L.P.
2)
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
[X]
Reporting person is affiliated with other persons
4)
Citizenship or Place of Organization: New York
|
5)
Sole Voting Power:
|
|
|
30,000
Shares
|
|
BENEFICIALLY
OWNED
|
|
|
BY
EACH REPORTING
|
6)
Shared Voting Power
|
|
|
|
|
|
7)
Sole Dispositive Power:
|
|
|
|
|
|
|
|
|
8)
Shared Dispositive Power
|
|
|
|
|
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
30,000
Shares
10)
Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
(See
Instructions)
11)
Percent of Class Represented by Amount in Row (9):
0.2%
12)
Type
of Reporting Person (See Instructions) PN
CUSIP
NO.
639027101
1)
Name
of Reporting Person
Wynnefield
Capital, Inc. Profit Sharing Plan
2)
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
[X]
Reporting person is affiliated with other persons
4)
Citizenship or Place of Organization: Delaware
|
5)
Sole Voting Power:
|
|
|
|
|
BENEFICIALLY
OWNED
|
|
|
BY
EACH REPORTING
|
6)
Shared Voting Power
|
|
|
|
|
|
7)
Sole Dispositive Power:
|
|
|
|
|
|
|
|
|
8)
Shared Dispositive Power
|
|
|
|
|
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
47,100
Shares
-------------------------------------------------------------------------------
10)
Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
(See
Instructions)
11)
Percent of Class Represented by Amount in Row (9):
0.3%
12)
Type
of Reporting Person (See Instructions) CO
CUSIP
NO.
639027101
1)
Name
of Reporting Person
Wynnefield
Capital Management, LLC
2)
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
[X]
Reporting person is affiliated with other persons
4)
Citizenship or Place of Organization: New York
|
5)
Sole Voting Power:
|
|
|
|
|
BENEFICIALLY
OWNED
|
|
|
BY
EACH REPORTING
|
6)
Shared Voting Power
|
|
|
|
|
|
7)
Sole Dispositive Power:
|
|
|
|
|
|
|
|
|
8)
Shared Dispositive Power
|
|
|
|
|
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
465,363
Shares (1)
10)
Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
(See
Instructions)
11)
Percent of Class Represented by Amount in Row (9):
3.0%
(1)
12)
Type
of Reporting Person: OO (Limited Liability Company)
(1)
Wynnefield Capital Management, LLC holds an indirect beneficial interest in
these shares which are directly beneficially owned by Wynnefield Partners Small
Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.
CUSIP
NO.
639027101
1)
Name
of Reporting Person
Wynnefield
Capital, Inc.
2)
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
[X]
Reporting person is affiliated with other persons
4)
Citizenship or Place of Organization: Cayman Islands
|
5)
Sole Voting Power:
|
|
|
|
|
BENEFICIALLY
OWNED
|
|
|
BY
EACH REPORTING
|
6)
Shared Voting Power
|
|
|
|
|
|
7)
Sole Dispositive Power:
|
|
|
|
|
|
|
|
|
8)
Shared Dispositive Power
|
|
|
|
|
9)
Aggregate Amount Beneficially Owned by Each Reporting Person:
256,600
Shares (1)
10)
Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
(See
Instructions)
11)
Percent of Class Represented by Amount in Row (9):
1.7%
(1)
12)
Type
of Reporting Person (See Instructions) CO
(1)
Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares
which are directly beneficially owned by Wynnefield Small Cap Value Offshore
Fund, Ltd.
CUSIP
NO.
639027101
1)
Name
of Reporting Person
Nelson
Obus
2)
Check
The Appropriate Box If A Member Of A Group (See Instructions)
(a)
(b)[X]
Reporting person is affiliated with other persons
4)
Citizenship Or Place Of Organization: United States
|
5)
Sole Voting Power:
|
|
|
|
|
BENEFICIALLY
OWNED
|
|
|
BY
EACH REPORTING
|
6)
Shared Voting Power
|
|
|
0
|
|
|
7)
Sole Dispositive Power:
|
|
|
|
|
|
|
|
|
8)
Shared Dispositive Power
|
|
|
0
|
|
9)
Aggregate Amount Beneficially Owned By Each Reporting Person:
799,063
Shares (1)
10)
Check
Box If The Aggregate Amount In Row (9) Excludes Certain Shares |_|
(See
Instructions)
11)
Percent of Class Represented by Amount in Row (9):
5.2%
12)
Type
of Reporting Person (See Instructions) IN
(1) Mr.
Obus
may be deemed to hold an indirect beneficial interest in these shares, which
are
directly beneficially owned by Wynnefield Partners Small Cap Value, L.P.,
Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore
Fund, Ltd., Channel Partnership II, L.P. and Wynnefield Capital, Inc. Profit
Sharing Plan, because he is a co-managing member of Wynnefield Capital
Management, LLC, a principal executive officer of Wynnefield Capital, Inc.
(the
investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd.), the
general partner of Channel Partnership II, L.P. and the portfolio manager of
Wynnefield Capital, Inc. Profit Sharing Plan. The filing of this Statement
and
any future amendment by Mr. Obus, and the inclusion of information herein and
therein with respect to Mr. Obus, shall not be considered an admission that
he,
for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner
of
any shares in which he does not have a pecuniary interest. Mr. Obus disclaims
any beneficial ownership of the shares of Common Stock covered by this
Statement.
CUSIP
NO.
639027101
1)
Name
of Reporting Person
Joshua
Landes
2)
Check
The Appropriate Box If A Member Of A Group (See Instructions)
(a)
(b)[X]
Reporting person is affiliated with other persons
4)
Citizenship Or Place Of Organization: United States
|
5)
Sole Voting Power:
|
|
|
|
|
BENEFICIALLY
OWNED
|
|
|
BY
EACH REPORTING
|
6)
Shared Voting Power
|
|
|
0
|
|
|
7)
Sole Dispositive Power:
|
|
|
|
|
|
|
|
|
8)
Shared Dispositive Power
|
|
|
0
|
|
9)
Aggregate Amount Beneficially Owned By Each Reporting Person:
721,963
Shares (1)
10)
Check
Box If The Aggregate Amount In Row (9) Excludes Certain Shares |_|
(See
Instructions)
11)
Percent of Class Represented by Amount in Row (9):
4.7%
12)
Type
of Reporting Person (See Instructions) IN
(1)
Mr.
Landes may be deemed to hold an indirect beneficial interest in these shares,
which are directly beneficially owned by Wynnefield Partners Small Cap Value,
L.P., Wynnefield Partners Small Cap Value, L.P. I, and Wynnefield Small Cap
Value Offshore Fund, Ltd., because he is a co-managing member of Wynnefield
Capital Management, LLC and a principal executive officer of Wynnefield Capital,
Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd.).
The filing of this Statement and any future amendment by Mr. Landes, and the
inclusion of information herein and therein with respect to Mr. Landes, shall
not be considered an admission that he, for the purpose of Section 16(b) of
the
Exchange Act, is the beneficial owner of any shares in which he does not have
a
pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares
of Common Stock covered by this Statement.
ITEM
1(a). Name of Issuer:
Nature’s
Sunshine Products, Inc.
ITEM
1(b). Address of Issuer's Principal Executive Offices:
75
E 1700
South
Provo,
Utah 84606
ITEM
2(a). Names of Persons Filing:
Wynnefield
Partners Small Cap Value, L.P. ("Partners")
Wynnefield
Partners Small Cap Value, L.P. I ("Partners I")
Wynnefield
Small Cap Value Offshore Fund, Ltd. ("Fund")
Channel
Partnership II, L.P. ("Channel")
Wynnefield
Capital, Inc. Profit Sharing Plan (the "Plan")
Wynnefield
Capital Management, LLC ("WCM")
Wynnefield
Capital, Inc. ("WCI")
ITEM
2(b). Address of Principal Business Office Or, If None, Residence:
450
Seventh Avenue, Suite 509, New York, New York 10123
ITEM
2(c). Citizenship:
Partners
and Partners I are Delaware limited partnerships.
Fund
and
WCI are Cayman Islands companies.
WCM
is a
New York limited liability company.
Channel
is a New York limited partnership.
The
Plan
is a Delaware corporation.
Mr.
Obus
is a United States citizen.
Mr.
Landes is a United States citizen.
ITEM
2(d). Title of Class of Securities:
Common
Stock, no par value
ITEM
2(e). CUSIP Number: 639027101
ITEM
3.
If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check
whether the person filing is:
o Broker
or dealer
registered under Section 15 of the Act.
o Bank
as defined in Section 3(a)(6)
of the Act.
o Insurance
company as defined in
Section 3(a)(19) of the Act.
o Investment
company registered under
Section 8 of the Investment Company Act of 1940.
o An
investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E);
o An
employee benefit plan or
endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
o A
parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G);
o A
savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
o 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;
o Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
This
statement is filed pursuant to Rule 13d-1(c).
ITEM
4.
Ownership:
(a)
Amount beneficially owned by all reporting persons: 799,063 Shares
(b)
Percent of class: 5.2% of Common Stock.
(c)
Number of shares as to which the reporting persons have:
(i)
sole
power to vote or to direct the vote:
799,063
Shares
(ii)
shared power to vote or to direct the vote:
(iii)
sole power to dispose or to direct the disposition:
799,063
Shares
(iv)
shared power to dispose or to direct the disposition:
ITEM
5.
Ownership of five percent or less of a class.
Not
applicable.
ITEM
6.
Ownership of more than five percent on behalf of another person.
Not
applicable.
ITEM
7.
Identification and classification of the subsidiary which acquired the security
being reported on by the parent holding company.
Not
applicable.
ITEM
8.
Identification and classification of members of the group.
See
Item
2 (a) - (c).
ITEM
9.
Notice of dissolution of group.
Not
applicable.
ITEM
10.
Certifications.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection or as a
participant in any transaction having that purpose or effect.
Dated:
July 28, 2008
|
WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P.
|
|
|
|
|
By:
|
Wynnefield
Capital Management, LLC,
|
|
|
General
Partner
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
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|
Nelson
Obus, Co-Managing Member
|
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|
|
|
WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P. I
|
|
|
|
|
By:
|
Wynnefield
Capital Management, LLC,
|
|
|
General
Partner
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
Nelson
Obus, Co-Managing Member
|
|
|
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WYNNEFIELD
SMALL CAP VALUE OFFSHORE FUND, LTD.
|
|
|
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By:
|
Wynnefield
Capital, Inc.
|
|
|
|
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By:
|
/s/
Nelson Obus
|
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Nelson
Obus, President
|
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CHANNEL
PARTNERSHIP II, L.P.
|
|
|
|
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By:
|
/s/
Nelson Obus
|
|
|
Nelson
Obus, General Partner
|
|
|
|
|
WYNNEFIELD
CAPITAL MANAGEMENT, LLC
|
|
|
|
|
By:
|
/s/
Nelson Obus
|
|
|
Nelson
Obus, Co-Managing Member
|
|
|
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By:
|
/s/
Nelson Obus
|
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WYNNEFIELD
CAPITAL, INC. PROFIT SHARING PLAN, INC.
|
|
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By:
|
/s/
Nelson Obus
|
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|
Nelson
Obus, Portfolio Manager
|
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|
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/s/
Nelson Obus
|
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|
Nelson
Obus, Individually
|
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/s/
Joshua Landes
|
|
|
Joshua
Landes, Individually
|