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^*

BOLEN CLIFFORD K

(Last)

(First)

(Middle)

C/O VITA FOOD PRODUCTS, INC.

2222 W. LAKE STREET

(Street)

CHICAGO

60612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VITA FOOD PRODUCTS INC [ VSF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2006

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								1,719⁽¹⁾	D
Common Stock	03/20/2006		P		100,000	A	$2.5	100,000	I	By immediate family members

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)
Stock option	$2.65							12/05/2002⁽³⁾	12/05/2011	Common Stock	10,000		10,000	D
Stock Option	$1.75							12/14/2001⁽²⁾⁽³⁾	12/14/2010	Common Stock	30,000		30,000	D
Stock Option	$4.03							12/11/2003⁽⁴⁾	12/11/2012	Common Stock	20,000		20,000	D
Warrants	$5	03/20/2006		P		50,000		03/20/2006	03/20/2009	Common Stock	50,000	$5	50,000	I	By immediate family members
Warrants	$7.5	03/20/2006		P		50,000		03/20/2006	03/20/2011	Common Stock	50,000	$7.5	50,000	I	By immediate family members

Explanation of Responses:

1. The reporting person acquired such shares under the Company's Employee Stock Purchase Plan as follows: 650 shares at $3.995 per share on June 30, 2004; 467 shares at $3.239 per share on December 31, 2004; and 602 at $2.329 per share on June 30, 2005.

2. The option vested in increments of 6,000 shares on each of December 14, 2001, 2002, 2003, 2004 and 2005.

3. The option was originally granted on December 5, 2001 and vested in increments of 2,000 shares on each of December 5, 2002, 2003, 2004, 2005 and 2006. On December 29, 2005, the Board of Directors accelerated the vesting of the option such that it became vested in full.

4. The option was originally granted on December 11, 2002 and vested in five equal annual installments beginning on December 11, 2003. On December 29, 2005, the Board of Directors accelerated the vesting of the option such that it became vested in full.

Remarks:

	Clifford K. Bolen	03/22/2006
	** 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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