| 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. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTEGRATED BIOPHARMA INC [ INBP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 06/30/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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. | ||
| 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. | ||