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* Holmes David A (Last) (First) (Middle) 265 HARRISON AVENUE (Street) KEARNY NJ 07032 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NUTRITION 21 INC [ NXXI ]	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) 08/13/2010
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/02/2010		P		3,725,719	A	$0.015	18,725,719	I(1)(2)	By Pharmachem Laboratories, Inc.

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
Convertible Preferred Shares Series J 8%	$1.2158	11/02/2010		P		3,000		(3)	(4)	Common Stock	2,467,511	$281.37	21,193,230(5)	I(1)(2)	By Pharmachem Laboratories, Inc.
Warrants	$1.2158	11/02/2010		P		1,134,966		03/11/2008	03/11/2013	Common Stock	1,134,966	$0(8)	22,328,196(6)	I(1)(2)	By Pharmachem Laboratories, Inc
Warrants	$2.2	11/02/2010		P		777,778		03/11/2008	03/11/2013	Common Stock	777,778	$0(8)	23,105,974(7)	I(1)(2)	By Pharmachem Laboratories, Inc

Explanation of Responses:

1. The securities reported herein (the "Securities") are owned by Pharmachem Laboratories, Inc.

2. The Securities may be deemed to be indirectly beneficially owned by David A. Holmes under Rule 16a-1(a)(2)(iii), since David Holmes is the controlling shareholder of Pharmachem Laboratories, Inc.

3. Anytime after September 10, 2007.

4. According to the Certificate of Amendment of the Certificate of Designation of the Company which creates the Series J 8% Convertible Preferred Stock and was filed with the Securities Exchange Commission on September 12, 2007, the preferred shares are convertible at any time at the option of the holder. Additionally, on the fourth anniversary of the issue date, the Company shall redeem the then outstanding Preferred Stock.

5. This Number Includes (i) 15,000,000 Shares of Common Stock held directly by the Reporting Person; (ii) 3,725, 719 shares of Common Stock acquired By Pharmachem Laboratories, Inc. and indirectly beneficially owned by the reporting person, and (iii) 2,467,511 shares of Common Stock which may be issued by Nutrition 21, Inc. upon conversion of 3,000 shares of Series J8% Convertible Preferred and deemed beneficially owned by the Reporting Person pursuant to Rule 13d-3(d)(1)(i) of the Securities and Exchange Act of 1934, as amended.

6. This Number Includes (i) 15,000,000 Shares of Common Stock held directly by the Reporting Person; (ii) 3,725, 719 shares of Common Stock acquired By Pharmachem Laboratories, Inc. and indirectly beneficially owned by the reporting person, (iii) 2,467,511 shares of Common Stock which may be issuable by Nutrition 21, Inc. upon conversion of 3,000 shares of Series J8% Convertible Preferred and deemed beneficially owned by the Reporting Person pursuant to Rule 13d-3(d)(1)(i) of the Securities and Exchange Act of 1934, as amended (the "Act"), and (iv) 1,134,966 shares of Common Stock issuable by Nutrition 21, Inc. upon exercise of the warrants and deemed beneficially owned by the Reporting Person pursuant to Rule 13d-3(d)(1)(i) of the Act.

7. This Number Includes (i) 15,000,000 Shares of Common Stock held directly by the Reporting Person; (ii) 3,725, 719 shares of Common Stock acquired By Pharmachem Laboratories, Inc. and indirectly beneficially owned by the reporting person, (iii) 2,467,511 shares of Common Stock which may be issuable by Nutrition 21, Inc. upon conversion of 3,000 shares of Series J8% Convertible Preferred and deemed beneficially owned by the Reporting Person pursuant to Rule 13d-3(d)(1)(i) of the Securities and Exchange Act of 1934, as amended (the "Act"), (iv) 1,134,966 shares of Common Stock issuable by Nutrition 21, Inc. upon exercise of the warrants and deemed beneficially owned by the Reporting Person pursuant to Rule 13d-3(d)(1)(i) of the Act, and (v) 777,778 shares of Common Stock issuable by Nutrition 21, Inc. upon exercise of the warrants and deemed beneficially owned by the Reporting Person pursuant to Rule 13d-3(d)(1)(i) of the Act.

8. No price was given to the warrants as they were attached to the Convertible Preferred Shares Series J 8%.

	/s/ David A. Holmes	11/02/2010
	** 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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