FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Jones Eugene B 		2. Issuer Name and Ticker or Trading Symbol

SCHIFF NUTRITION INTERNATIONAL, INC. [ SHF ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2002 S 5070 W 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/15/2012
(Street)

SALT LAKE CITY, UT 84104-4726
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
CLASS A COMMON STOCK   12/15/2012     U    47106   (1) (2) D $42   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  Includes 11,079 restricted shares of Class A common stock of the Issuer. Pursuant to that certain Agreement and Plan of Merger by and among the Issuer, Reckitt Benckiser LLC, Ascot Acquisition Corp. ("Purchaser"), and Reckitt Benckiser Group plc, dated November 21, 2012 (the "Merger Agreement"), each outstanding restricted share of the Issuer became vested and became free of any restrictions as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement).
( 2)  These shares of Class A common stock of the Issuer were tendered to Purchaser pursuant to Purchaser's offer to purchase all of the outstanding shares of Class A common stock and Class B common stock of the Issuer at a cash purchase price of $42.00 per share, without interest and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase filed with the Securities and Exchange Commission on November 27, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jones Eugene B
2002 S 5070 W
SALT LAKE CITY, UT 84104-4726 		X



Signatures
/s/ Joseph W. Baty by Power of Attorney 12/17/2012
** 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 control number.
Schiff Nutrition International, Inc. (NYSE:SHF)
Historical Stock Chart
Von Apr 2024 bis Mai 2024 Click Here for more Schiff Nutrition International, Inc. Charts.
Schiff Nutrition International, Inc. (NYSE:SHF)
Historical Stock Chart
Von Mai 2023 bis Mai 2024 Click Here for more Schiff Nutrition International, Inc. Charts.