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^*

FOWLES ROBERT B

(Last)

(First)

(Middle)

C/O SPECTRUM ORGANIC PRODUCTS, INC.

5341 OLD REDWOOD HIGHWAY, SUITE 400

(Street)

PETALUMA

94954

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPECTRUM ORGANIC PRODUCTS INC [ SPOP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2005

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)
No par value common stock	12/15/2005		M		100,000	A	$0.25	100,000	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)
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)
Incentive Stock Option (right to buy)	$0.25	12/15/2005		X			100,000	12/06/2005⁽¹⁾	02/28/2012	Common Stock	100,000	$0	0	D
Incentive Stock Option (right to buy)	$0.85	12/15/2005		H⁽²⁾			50,000	03/24/2008	03/24/2014	Common Stock	50,000	$0	0	D
Incentive Stock Option (right to buy)	$0.4375							11/21/2004	11/21/2010	Common Stock	250,000		250,000	D
Incentive Stock Option (right to buy)	$0.27							07/27/2005	07/27/2011	Common Stock	250,000		250,000	D
Incentive Stock Option (right to buy)	$0.305							02/26/2007	02/26/2013	Common Stock	50,000		50,000	D
Incentive Stock Option (right to buy)	$0.51							03/03/2009	03/03/2015	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Under the Company's Amended 1995 Stock Option Plan, all outstanding stock options become exercisable during the ten days immediately preceding a change in control, as defined in the Plan.

2. Under the terms of the Agreement & Plan of Merger entered into on August 23, 2005 between the Company and The Hain Celestial Group, Inc., these options expired worthless immediately preceding the change in control.

	/s/ Robert B. Fowles	12/15/2005
	** 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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