Todd Dissinger - 03 Jan 2022 Form 4 Insider Report for Natural Grocers by Vitamin Cottage, Inc. (NGVC)

Role: Chief Financial Officer
Signature: /s/ Todd Dissinger
Issuer symbol: NGVC
Transactions as of: 03 Jan 2022
Net transactions value: -$57,043
Form type: 4
Filing time: 05 Jan 2022, 17:00:32 UTC
Previous filing: 03 Nov 2021
Next filing: 10 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NGVC	Common Stock	Options Exercise	$0	+12,013	+25%	$0.000000	60,329	03 Jan 2022	Direct	F1
transaction	NGVC	Common Stock	Tax liability	$57,043	-4,003	-6.6%	$14.25	56,326	03 Jan 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NGVC	Restricted Stock Units	Options Exercise	$0	-12,013	-17%	$0.000000	59,114	03 Jan 2022	Common Stock	12,013	$0.000000	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares of NGVC common stock issued to the reporting person upon the vesting of 12,013 restricted stock units on January 3, 2022, the business day immediately following the vesting date of January 2, 2022, 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	In addition to the transactions reported on this Form 4, includes: (a) 1,620 restricted stock units vesting on November 1, 2022; (b) 12,014 restricted stock units vesting on January 2, 2023; provided, however, that all the restricted stock units in this clause (b) that are unvested will become fully vested upon the occurrence of a change in control affecting the Company; (c) 4,000 restricted stock units vesting on June 27, 2022 and 2023; (d) 1,600 restricted stock units vesting on each of October 1, 2022, 2023 and 2024; (e) 1,920 restricted stock units vesting on each of October 1, 2022, 2023, 2024 and 2025 and (f) 25,000 restricted stock units vesting on September 30, 2024.