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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Isely Raquel M. 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)_____ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
13D Group Member
(Last)         (First)         (Middle)
C/O NATURAL GROCERS BY VITAMIN COTTAGE, 12612 WEST ALAMEDA PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)
11/2/2020
(Street)
LAKEWOOD, CO 80228
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock  11/2/2020    M    205 (1) A $0  107345  D   
Common Stock  11/2/2020    F(2)    57  D $10.64  107288  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units  $0 (3) 11/2/2020    M        205   11/2/2020  11/2/2020  Common Stock  205  $0  3810 (4) D   

Explanation of Responses:
(1)  Represents shares of NGVC common stock issued to the reporting person upon settlement of 205 restricted stock units on November 2, 2020, the business day immediately following the vesting date of November 1, 2020, where each restricted stock unit represented the economic equivalent of one share of NGVC common stock.
(2)  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.
(3)  Each restricted stock unit represents a contingent right to receive one share of NGVC common stock.
(4)  Of these restricted stock units: (i) 205 will vest on each of November 1, 2021 and 2022; (ii) 200 will vest on each of June 27, 2021, 2022 and 2023; (iii) 100 will vest on each of October 15, 2021, 2022, 2023 and 2024; and (iv) 480 will vest on each of October 1, 2021, 2022, 2023, 2024 and 2025.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Isely Raquel M.
C/O NATURAL GROCERS BY VITAMIN COTTAGE
12612 WEST ALAMEDA PARKWAY
LAKEWOOD, CO 80228



13D Group Member

Signatures
/s/ Kemper Isely, by Power of Attorney 11/4/2020
**Signature of Reporting Person Date
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