SEC FORM 4

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

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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).

1. Name and Address of Reporting Person^*

DESANTIS CARL

(Last)

(First)

(Middle)

C/O CDS INTERNATIONAL HOLDINGS

3299 NW SECOND AVE

(Street)

BOCA RATON

33431

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRATED BIOPHARMA INC [ INBP.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	02/21/2010	02/21/2010	J		50,000	A	$0⁽¹⁾	6,321,011⁽¹¹⁾	I	by CD Financial, LLC⁽¹²⁾
COMMON STOCK	05/21/2010	05/21/2010	J		50,000	A	$0⁽²⁾	6,371,011⁽¹¹⁾	I	by CD Financial, LLC⁽¹²⁾
COMMON STOCK	08/21/2010	08/21/2010	J		50,000	A	$0⁽³⁾	6,421,011⁽¹¹⁾	I	by CD Financial, LLC⁽¹²⁾
COMMON STOCK	11/21/2010	11/21/2010	J		50,000	A	$0⁽⁴⁾	6,471,011⁽¹¹⁾	I	by CD Financial, LLC⁽¹²⁾
COMMON STOCK	02/21/2011	02/21/2011	J		50,000	A	$0⁽⁵⁾	6,521,011⁽¹¹⁾	I	by CD Financial, LLC⁽¹²⁾
COMMON STOCK	05/21/2011	05/21/2011	J		50,000	A	$0⁽⁶⁾	6,571,011⁽¹¹⁾	I	by CD Financial, LLC⁽¹²⁾
COMMON STOCK	08/21/2011	08/21/2011	J		50,000	A	$0⁽⁷⁾	6,621,011⁽¹¹⁾	I	by CD Financial, LLC⁽¹²⁾
COMMON STOCK	11/21/2011	11/21/2011	J		50,000	A	$0⁽⁸⁾	6,671,011⁽¹¹⁾	I	by CD Financial, LLC⁽¹²⁾
COMMON STOCK	02/21/2012	02/21/2012	J		50,000	A	$0⁽⁹⁾	6,721,011⁽¹¹⁾	I	by CD Financial, LLC⁽¹²⁾
COMMON STOCK	05/21/2012	05/21/2012	J		50,000	A	$0⁽¹⁰⁾	6,771,011⁽¹¹⁾	I	by CD Financial, LLC⁽¹²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
6% secured convertible note due 2017	$0.65	06/27/2012		P		1⁽¹³⁾		06/27/2012	07/07/2017⁽¹⁴⁾	Common Stock, par value $0.002	8,230,768	⁽¹³⁾	1⁽¹³⁾	I	by CD Financial, LLC⁽¹²⁾

Explanation of Responses:

1. Common stock issued to CD Financial, LLC ("CD Financial") on the eighth 90 day anniversary of February 21, 2008, pursuant to the Securities Purchase Agreement, dated as of February 21, 2008 (the "Original SPA"), by and between the Issuer and CD Financial, which was superseded by the Amended and Restated Securities Purchase Agreement, dated as of June 27, 2012, by and between the Issuer and CD Financial (the "SPA").

2. Common stock issued to CD Financial on the ninth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.

3. Common stock issued to CD Financial on the tenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.

4. Common stock issued to CD Financial upon the eleventh 90 day anniversary of February 21, 2008, pursuant to the Original SPA.

5. Common stock issued to CD Financial upon the twelfth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.

6. Common stock issued to CD Financial upon the thirteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.

7. Common stock issued to CD Financial upon the fourteenth 90 day anniversary February 21, 2008, pursuant to the Original SPA.

8. Common stock issued to CD Financial upon the fifteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.

9. Common stock issued to CD Financial upon the sixteenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.

10. Common stock issued to CD Financial upon the seventeenth 90 day anniversary of February 21, 2008, pursuant to the Original SPA.

11. Includes (i) 819,629 shares owned by CDS Group Holdings, LLC, of which the Reporting Person is a manager; (ii) 2,250,000 shares of common stock issuable upon the conversion of the 9.5% Convertible Senior Secured Note, dated as of February 21, 2008, issued by the Issuer and payable to the order of CD Financial, in the original principal amount of $4,500,000 ("Original Note"), which was superseded by the Amended and Restated Secured Convertible Secured Promissory Note, dated as of June 27, 2012, in the original principal amount of $5,300,000 (the "Convertible Note"), issued by the Issuer to CD Financial pursuant to the SPA; (iii) 2,206,293 shares of common stock owned by CD Financial, and (iv) 54,500 shares of common stock issuable upon exercise of presently exercisable stock options.

12. The Reporting Person is a manager of CD Financial.

13. The Convertible Note was issued by the Issuer to CD Financial pursuant to the SPA. The Reporting Person currently beneficially owns 12,751,750 shares of common stock of the Issuer, which includes (i) 819,629 shares owned by CDS Group Holdings, LLC, of which the Reporting Person is the manager; (ii) 8,230,768 shares of common stock issuable upon the conversion of the Convertible Note; (iii) 2,206,293 shares of common stock owned by CD Financial, and (iv) 54,500 shares of common stock issuable upon exercise of presently exercisable stock options.

14. The expiration date of the conversion option is the date that the Convertible Note is repaid in full, whether at maturity or otherwise.

	/s/ Carl DeSantis	06/29/2012
	** 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).
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