SEC Form 4

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

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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1. Name and Address of Reporting Person* ~~LeDoux~~Weaver, ~~Mark~~Randell (Last) (First) (Middle) 1185 Linda Vista DrDrive Suite 200 (Street) San Marcos, CA 92069 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Natural Alternatives InternationalNAII 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Day/Year 1112/2931/2002 5. If Amendment, Date of Original (Month/Day/Year) 12/31/2002 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Description ~~CEO/Chairman~~President & COO 7. 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.TransactionDate(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. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)

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

Code

Amount

A/D

Price

Common Stock

1101/2909/~~2002~~2003

1(5,000)

$32.~~836~~55

729,~~400~~000

~~Marie A. LeDoux Foundation~~

Common Stock

1101/2909/~~2002~~2003

14,~~000~~333

$32.~~940~~55

7313,~~400~~333

~~Marie A. LeDoux Foundation~~

Common Stock

11/29/2002

10,000

$3.920

83,400

Marie A. LeDoux Foundation

Common Stock

11/29/2002

10,000

$3.920

203,101

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. Conver- sion or Exercise Price of Deri- vative 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(DE) and Expiration Date(ED) (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. Owner-shipForm ofDeriv-ativeSecurities:Direct (D)orIndirect (I)(Instr.4)

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

Code

Title

Amount or Number of Shares

Common Stock Options

$2.04

09/01/2009

08/31/2011

Common Stock Options

100,000

Explanation of Responses:

~~By:~~Misstated ~~/s/ Mark LeDoux 12/02/2002 ** Signature of Reporting Person Date SEC 1474 (9-02) Reminder: Report on~~ a ~~separate~~previously ~~line~~reported ~~for~~employee ~~each~~stock ~~class~~purchase ofplan ~~securities~~transaction ~~beneficially~~occurring ~~owned~~at ~~directly or indirectly~~12/31/2002.Previously *reported Ifshares ~~the~~were ~~form~~5,000. isActual, ~~filed~~and ~~by more than one reporting person~~verified, ~~see~~shares ~~Instruction~~are 4~~(b)(v)~~,333.Row **1, ~~Intentional~~Table ~~misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note~~I: ~~File~~reverses ~~three~~the ~~copies~~previously ofreported ~~this Form~~5,000 ~~one of which must be manually signed~~shares.Row ~~If space is insufficient~~2, ~~see~~Table ~~Instruction~~I: 6reports ~~for procedure. Potential persons who are to respond to~~ the ~~collection~~correct shares of ~~information contained in this form are not required to respond unless the form displays a currently valid OMB Number~~4,333.

By:	Date:
/s/ Randell Weaver	01/15/2003
President & COO
** Signature of Reporting Person	SEC 1474 (9-02)
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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