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*
WEIDER HEALTH & FITNESS

(Last) (First) (Middle)
21100 ERWIN ST

(Street)
WOODLAND HILLS CA 91367

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SCHIFF NUTRITION INTERNATIONAL, INC. [ WNI ]
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)
10/14/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class A Common Stock 10/14/2010 C(1) 7,486,574 A $0 7,486,574 D(2)(5)
Class A Common Stock 10/14/2010 S(1) 7,486,574 D $6.5231 0 D(2)(5)
Class A Common Stock 182,171 D(3)
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
Class B Common Stock (4) 10/14/2010 C 7,486,574(1) (4) (4) Class A Common Stock 7,486,574(1) $0 7,486,574(5) D(2)
1. Name and Address of Reporting Person*
WEIDER HEALTH & FITNESS

(Last) (First) (Middle)
21100 ERWIN ST

(Street)
WOODLAND HILLS CA 91367

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WEIDER ERIC

(Last) (First) (Middle)
21100 ERWIN ST

(Street)
WOODLAND HILLS CA 91367

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
Explanation of Responses:
1. This form is filed jointly by Weider Health and Fitness ("WHF") and Eric Weider, President, Chief Executive Officer and Chairman of the board of directors of WHF ("Mr. Weider"). On October 14, 2010, WHF converted 7,486,574 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. Also on October 14, 2010, WHF sold 7,486,574 shares of Class A Common Stock, which shares were converted from the shares of Class B Common Stock held by WHF, to TPG STAR SNI, L.P. ("TPG") pursuant to a Stock Purchase Agreement entered into by WHF and TPG, as disclosed in a Form 8-K filed by the Issuer on October 15, 2010. Mr. Weider has a pecuniary interest in 2,495,524 of the shares reported herein as being converted and sold.
2. WHF directly holds the reported securities.
3. These are shares of Class A Common Stock held directly by Mr. Weider and are not beneficially owned by WHF.
4. The Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis and has no expiration date.
5. Mr. Weider has sole voting and dispositive power over all shares of Class B Common Stock held by WHF, but only has a pecuniary interest in 2,495,524 of the shares, which he indirectly beneficially owns through intermediary entities that control WHF.
Remarks:
/s/ Eric Weider, On behalf of Weider Health and Fitness, as President and Chief Executive Officer 10/18/2010
/s/ Eric Weider 10/18/2010
** 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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