SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
RIVA KAY

(Last) (First) (Middle)
201 ROUTE 22

(Street)
HILLSIDE NJ 07205

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTEGRATED BIOPHARMA INC [ INBP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2008
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Resticted Stock Unit 11/16/2007 A4(1) 70,000 A $0(2) 1,030,800(1)(2) D
Common Stock 08/12/2008 C4(3) 66,666 A $1.5 1,030,800(2) D
Common Stock 08/12/2008 C4(3) 150,000 A $0.5 1,030,800(2) D
Common Stock 08/12/2008 C4(3) 100,000 A $0.75 1,030,800(2) D
Common Stock 08/12/2008 C4(3) 100,000 A $0.33 1,030,800(2) 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $3.05 11/16/2007 4A(4) 30,000 (4) 11/02/2017 Common Stock 30,000 $0(4) 205,333(2) D
Stock Option $1.5 08/12/2008 4C(3) 66,666 10/07/1998 10/07/2008 Common Stock 66,666 $0(3) 205,333(2) D
Stock Option $0.5 08/12/2008 4C(3) 150,000 12/01/1999 12/01/2009 Common Stock 150,000 $0(3) 205,333(2) D
Stock Option $0.75 08/12/2008 4C(3) 100,000 12/19/2000 12/19/2010 Common Stock 100,000 $0(3) 205,333(2) D
Stock Option $0.33 08/12/2008 4C(3) 100,000 10/11/2002 10/11/2012 Common Stock 100,000 $0(3) 205,333(2) D
Explanation of Responses:
1. On November 16, 2007, the Reporting Person was granted 70,000 Restricted Stock Units as compensation for serving as an officer and director of the Issuer. Each Restricted Stock Unit consists of a right to the issuance of one share of Common Stock. The Restricted Stock Units are subject to a three-year vesting period. None of the Restricted Stock Units are included in the amount of securities beneficially owned following the reported transaction in column 5, as none of the Restricted Stock Units will vest in the next 60 days.
2. Represents the amount of securities beneficially owned by the Reporting Person as of the date hereof.
3. On August 12, 2008, the Reporting Person exercised a total of 416,666 options to purchase common stock of the Issuer. The options were originally granted to the Reporting Person for her service as an officer and director of the Issuer.
4. On November 16, 2007, the Reporting Person was granted a stock option to purchase 30,000 shares of Common Stock at an exercise price of $3.05 per share as compensation for serving as an officer and director of the Issuer. These stock options are subject to a three-year vesting period, with an initial annual vesting date of November 2, 2008. None of these stock options are included in the amount of derivative securities beneficially owned following the reported transaction in column 9, as none of the stock options will vest in the next 60 days.
/s/ RIVA KAY SHEPPARD 08/14/2008
** 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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