Edgar Filing: Natural Grocers by Vitamin Cottage, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Isely Kemper

2. Issuer Name and Ticker or Trading Symbol
Natural Grocers by Vitamin Cottage, Inc. [NGVC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	__X__ Other (specify below)
Chairman & Co-President / 13D Group Member

(Last)

(First)

(Middle)

12612 W. ALAMEDA PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2015

(Street)

LAKEWOOD, CO 80228

4. If Amendment, Date Original Filed(Month/Day/Year)
12/21/2015

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2015		G⁽¹⁾		1,000	D	$ 0 ⁽¹⁾	3,106,402	D
Common Stock	12/21/2015		G⁽¹⁾		1,000	A	$ 0 ⁽¹⁾	104,745	I	By Anthony Andueza as UTMA custodian for son ⁽¹⁾
Common Stock	12/21/2015		G⁽²⁾		1,000	D	$ 0 ⁽²⁾	3,105,402	D
Common Stock	12/21/2015		G⁽²⁾		1,000	A	$ 0	104,745	I	By Raquel M. Isely, the reporting person's daughter ⁽²⁾
Common Stock								6,716	I	By KIVC 3,LLC ⁽³⁾
Common Stock								616,254	I	ZIVC,LLC ⁽⁴⁾
Common Stock								201,856	I	By HIVC 1, LLC ⁽⁴⁾
Common Stock								478,788	I	By HIVC 2, LLC ⁽⁴⁾
Common Stock								571,850	I	By FTVC, LLC ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Isely Kemper 12612 W. ALAMEDA PARKWAY LAKEWOOD, CO 80228	X	X	Chairman & Co-President	13D Group Member

Signatures

/s/ Kemper Isely		05/26/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	No price is entered because the transaction is an exempt bona fide gift of Common Stock to Anthony Andueza, as Custodian for Ritchie K. Isely, the Reporting Person's son, under the Colorado Uniform Transfers to Minors Act. The Reporting Person has no investment power over these shares and disclaims beneficial ownership of these shares.
(2)	No price is entered because the transaction is an exempt bona fide gift of Common Stock to Raquel M. Isely, the Reporting Person's daughter, who shares the Reporting Person's household. The Reporting Person has no investment power over these shares and disclaims beneficial ownership of these shares
(3)	The Reporting Person is a member, but has no investment power over these shares and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(4)	The Reporting Person is a beneficiary through a member trust, but has no investment power over these shares and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(5)	The Reporting Person is a beneficiary through a member trust and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Remarks: The Reporting Person is a party to a Stockholders Agreement entered into in connection with the initial public offering of the issuer's stock that contains voting agreements and thus is a member of a Schedule 13D group that beneficially owns more than 10% of the issuer's common stock. The number of shares identified as beneficially owned by the Reporting Person excludes shares of Common Stock deemed to be beneficially owned by him solely because of this Stockholders Agreement. The original Form 4 filed on December 21, 2015 is amended by this Form 4 amendment to correctly reflect the transaction and the Reporting Person's indirect ownership of Common Stock.

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