SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Kemp Sarah E. (Last) (First) (Middle) 4201 WOODLAND ROAD PO BOX 69 (Street) CIRCLE PINES MN 55014 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NORTHERN TECHNOLOGIES INTERNATIONAL CORP [ NTIC ]	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) 10/22/2019
	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
Common Stock								0	D

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
Stock Option (right to buy)	$12.09	10/22/2019		A		8,366		10/22/2020	10/22/2029	Common Stock	8,366	$0	8,366	D

Explanation of Responses:

	/s/Matthew C. Wolsfeld, attorney-in-fact	10/23/2019
	** 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.

POWER OF ATTORNEY
SARAH E. KEMP

With respect to holdings and transactions in securities
issued by Northern Technologies International
Corporation (the Company), the undersigned hereby
constitutes and appoints the officers of the Company
listed on Schedule A attached hereto and as may be
amended from time to time, or any of them signing
singly, with full power of substitution and
resubstitution, to act as the undersigned's true
and lawful attorney-in-fact to:

1.	execute for and on behalf of the undersigned,
Forms 3, 4 and 5 in accordance with Section 16 of the
Securities Exchange Act of 1934, as amended, and any
Form 144 in accordance with Rule 144 under the
Securities Act of 1933, as amended, and the rules and
regulations thereunder;

3. 	do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute any such
Form 3, 4 or 5 or Form 144 or complete and execute
any amendment or amendments thereto, and timely file
such forms with the United States Securities and
Exchange Commission (the SEC) and any stock
exchange or similar authority; and

4. 	take any other action of any type
whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact
may approve in the discretion of such attorney-in-
fact.

The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might
or could do if personally present, with full power of
substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein
granted.

The undersigned hereby acknowledges that the
attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is
the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended, or
Rule 144 of the Securities Act of 1933, as amended,
and any similar law, rule or regulation.

This Power of Attorney shall remain in full force
and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 and Forms 144 with
respect to the undersigned's holdings of and
transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this
22nd day of October, 2019.

/s/ Sarah E. Kemp
Sarah E. Kemp


Schedule A

Individuals Appointed as Attorney-in-Fact with
Full Power of Substitution and Resubstitution

1.  G. Patrick Lynch, President and Chief Executive
Officer

2.  Matthew C. Wolsfeld, Chief Financial Officer
and Secretary