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Form 3/A USANA HEALTH SCIENCES For: Dec 05 Filed by: Noot Walter

December 13, 2016 1:14 PM EST
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Noot Walter

(Last) (First) (Middle)
3838 WEST PARKWAY BLVD

(Street)
SALT LAKE CITY UT 84120

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/05/2016
3. Issuer Name and Ticker or Trading Symbol
USANA HEALTH SCIENCES INC [ USNA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Information Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
12/13/2016
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
James Bramble, as attorney in fact. 12/13/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned
hereby makes, constitutes and appoints each of Joush
Foukas and James H. Bramble, each acting individually,
as the undersigned's true and lawful attorney-in-fact,
with full power and authority as hereinafter described
on behalf of and in the name, place and stead of the
undersigned to:
(1)	Prepare, execute, acknowledge, deliver and file
Forms 3, 4, 5 and 144 (including any amendments
thereto) with respect to the securities of USANA
Health Sciences, Inc., a Utah corporation (the
"Company"), with the United States Securities and
Exchange Commission, any national securities exchanges
and the Company, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of
1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the
"Exchange Act");
(2)	Seek or obtain, as the undersigned's
representative and on the undersigned's behalf,
information on transactions in the Company's
securities from any third party, including brokers,
employee benefit plan administrators and trustees, and
the undersigned hereby  authorizes any such person to
release any such information to the undersigned and
approves and ratifies any such release of information;
and
(3)	Perform any and all other acts which in the
discretion of such attorney-in-fact are necessary or
desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned acknowledges that:
(1)	This Power of Attorney authorizes, but does not
require, each such
attorney-in-fact to act in his or her discretion on
information provided to such attorney-in-fact without
independent verification of such information;
(2)	Any documents prepared and/or executed by either
such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure
as such attorney-in-fact, in his or her discretion,
deems necessary or desirable;
(3)	Neither the Company nor either of such attorneys-
in-fact assumes (i) any liability for the
undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of
the undersigned for any failure to comply with such
requirements, or (iii) any
obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act;
and
(4)	This Power of Attorney does not relieve the
undersigned from responsibility for compliance with
the undersigned's obligations under the Exchange Act,
including without limitation the reporting
requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the
foregoing attorneys-in-fact full power and authority
to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be
done in and about the foregoing matters as fully to
all intents and purposes as the undersigned might or
could do if present, hereby ratifying all that each
such  attorney-in-fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by
virtue of this Limited Power of Attorney.
This Power of Attorney shall remain in full force and
effect until revoked by the undersigned in a signed
writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 11 day of
August, 2016.

/s/ Walter Noot
Walter Noot





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