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Form 4 USANA HEALTH SCIENCES For: Feb 08 Filed by: MCCLAIN JERRY G

February 10, 2016 5:52 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MCCLAIN JERRY G

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

(Street)
SALT LAKE CITY UT 84120

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
USANA HEALTH SCIENCES INC [ USNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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)
Code V Amount (A) or (D) Price
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 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: 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
Deferred Stock Unit (1) 02/08/2016   A   2,000     (2)   (2) Common Stock 2,000 (1) 2,000 D  
Explanation of Responses:
1. Each Deferred Stock Unit ("DSU") represents the issuer's obligation to transfer one share of common stock in accordance with the terms of the deferred stock unit agreement pursuant to which the DSU's were granted.
2. Following termination of the undersigned's service on the issuer's Board of Directors, the issuer will distribute to the undersigned shares of common stock equal to the number of DSU's granted.
James Bramble, as attorney in fact. 02/10/2016
** 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.
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LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

           Know all by these presents, that the undersigned
hereby makes, constitutes and appoints each of Paul A. Jones 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 2 day of October, 2014.

/s/ Jerry G. McClain
Jerry G. McClain


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