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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(Print or Type Responses)
1. Name and Address of Reporting Person *
LEDOUX MARK A
   2. Issuer Name and Ticker or Trading Symbol
NATURAL ALTERNATIVES INTERNATIONAL INC [NAII] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO/Chairman
(Last)
(First)
(Middle)
1185 LINDA VISTA DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
03/07/2014
(Street)

SAN MARCOS, CA 92078		 4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price
Common Stock (1) 03/07/2014   A   25,000 (2) A $ 0 226,907 D  
Common Stock (3) 03/07/2014   F   2,221 D $ 5.56 224,686 D  
Common Stock               34,000 I By Self as Trustee for the LeDoux Family Trust U/D/T December 21, 1992
Common Stock               557,851 I By LeDoux Family Limited Partnership
Common Stock               41,416 I By IRA
Common Stock               7,200 I By Self as Custodian for Marcelle Jeannette LeDoux
Common Stock               800 I By Self as Custodian for Jean-Marc Emile LeDoux
Common Stock               28,000 I By 401(K)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEDOUX MARK A
1185 LINDA VISTA DRIVE
SAN MARCOS, CA 92078		       CEO/Chairman  

Signatures

 /s/ Kenneth E. Wolf on behalf of Mr. LeDoux pursuant to a Power of Attorney   03/10/2014
**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) This transaction represents a grant of restricted stock pursuant to the Issuer's 2009 Omnibus Incentive Plan.
(2) One third (8,333 shares) of the restricted stock vests on March 7, 2015; one third (8,333 shares) of the restricted stock vests on March 7, 2016, and the final third (8,334 shares) of the restricted stock vests on March 7, 2017.
(3) This transaction represents a resale of 2,221 shares to the Issuer as payment of the reporting person's tax liability upon vesting of 6,800 shares of restricted stock as of March 7, 2014, using the closing stock price on March 7, 2014 of $5.56 per share.

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