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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Mill Road Capital, L.P. (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PHYSICIANS FORMULA HOLDINGS, INC. [ FACE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/21/2012
	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
Common Stock	11/21/2012		M		17,962	A	$3.04	2,534,905(1)(5)(6)	D(1)(5)(6)

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
Common Stock Warrant	$0.25							04/30/2010	04/30/2017	Common Stock	650,000		650,000(2)(5)(6)	D(2)(5)(6)
Nonqualified Stock Option	$3.04	11/21/2012		M			17,962	04/29/2010(3)	04/29/2020	Common Stock	17,962	$0	7,038(4)(6)	D(4)(6)

1. Name and Address of Reporting Person* Mill Road Capital, L.P. (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mill Road Capital GP LLC (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LYNCH THOMAS E (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (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* Scharfman Scott (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents 17,962 shares held directly by Thomas E. Lynch a result of the option exercise reported herein and 2,516,943 shares held directly by Mill Road Capital, L.P. (the "Fund").

2. This warrant is held directly by the Fund.

3. The date indicated is this option's date of grant. 6,250 of the 25,000 shares initially subject to this option vested on the date of grant, with the remaining shares vesting in 48 equal monthly installments beginning on May 31, 2010.

4. This option is held directly by Thomas E. Lynch, who is a director of the issuer.

5. Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund with the power to vote (or direct the vote of), and to dispose (or direct the disposal of), as applicable, the shares and warrant reported herein as held directly by the Fund. Thomas E. Lynch and Scott P. Scharfman are Management Committee Directors of the GP with the power to vote (or direct the vote of), and to dispose (or direct the disposal of), as applicable, the shares and warrant reported herein as held directly by the Fund.

6. Each of the Reporting Persons disclaims beneficial ownership of the shares, warrant and option reported herein, and the shares subject to the warrant or option reported herein, except to the extent of his or its pecuniary interest therein, if any.

	/s/ Charles M. B. Goldman, Management Committee Director of sole general partner on behalf of Mill Road Capital, L.P.	11/26/2012
	/s/ Charles M. B. Goldman, Management Committee Director on behalf of Mill Road Capital GP LLC	11/26/2012
	/s/ Charles M. B. Goldman on behalf of Thomas E. Lynch, by power of attorney	11/26/2012
	/s/ Charles M. B. Goldman on behalf of Scott P. Scharfman, by power of attorney	11/26/2012
	** Signature of Reporting Person	Date
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