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^*

SOPER STANLEY E

(Last)

(First)

(Middle)

C/O NUTRACEUTICAL INTERNATIONAL CORP

1400 KEARNS BLVD 2ND FL.

(Street)

PARK CITY

84060

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NUTRACEUTICAL INTERNATIONAL CORP [ NUTR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Legal Affairs

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2010

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	07/08/2010		G	V	2,000	D	$0	13,237.7106	D
Common Stock	08/02/2010		M		6,000	A	$2.4375	19,237.7106	D
Common Stock	08/02/2010		S		6,000⁽¹⁾	D	$15.8667⁽²⁾	13,237.7106	D
Common Stock	08/03/2010		M		2,000	A	$2.4375	15,237.7106	D
Common Stock	08/03/2010		M		6,000	A	$3.5	21,237.7106	D
Common Stock	08/03/2010		S		8,000⁽¹⁾	D	$16.0232⁽³⁾	13,237.7106	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)
Employee Stock Option (right to buy)	$2.4375	08/02/2010		M			6,000	⁽⁴⁾	03/05/2011	Common Stock	6,000	$0	2,000	D
Employee Stock Option (right to buy)	$2.4375	08/03/2010		M			2,000	⁽⁴⁾	03/05/2011	Common Stock	2,000	$0	0	D
Employee Stock Option (right to buy)	$3.5	08/03/2010		M			6,000	⁽⁵⁾	12/13/2011	Common Stock	6,000	$0	0	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 11, 2010.

2. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $15.84 to $15.89. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. The price shown in Column 4 is a weighted average sale price. The price range for the sales is $16.00 to $16.10. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. The option vested in six equal installments every six months beginning on September 5, 2001.

5. The option vested in six equal installments every six months beginning on June 13, 2002.

	/s/ Alison Pitt, attorney in fact	08/04/2010
	** 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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