SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Wonder Holdings, Inc. (Last) (First) (Middle) C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/15/2011	3. Issuer Name and Ticker or Trading Symbol MATRIXX INITIATIVES INC [ MTXX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,525,546(1)(2)(3)	D(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Wonder Holdings, Inc. (Last) (First) (Middle) C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (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* Wonder Holdings Acquisition Corp. (Last) (First) (Middle) C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (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* HIG BAYSIDE DEBT & LBO FUND II LP (Last) (First) (Middle) C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (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* H.I.G. Bayside Advisors II, L.L.C. (Last) (First) (Middle) C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (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* HIG GP II INC (Last) (First) (Middle) C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (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* MNAYMNEH SAMI (Last) (First) (Middle) C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (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* TAMER ANTHONY (Last) (First) (Middle) C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (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. Wonder Holdings, Inc. ("Purchaser") is wholly owned by Wonder Holdings Acquisition Corp. ("Parent"). Parent is controlled by H.I.G. Bayside Debt & LBO Fund II, L.P. ("Fund II"). The general partner of Fund II is H.I.G. Bayside Advisors II, LLC ("Advisors II"). H.I.G.-GPII, Inc. ("GPII") is the manager of Advisors II. Sami W. Mnaymneh ("Mnaymneh") and Anthony A. Tamer ("Tamer") are co-presidents, directors and sole shareholders of GPII. Each of Purchaser, Parent, Fund II, Advisors II, GPII, Mnaymneh and Tamer may be referred to individually as a "Reporting Person" and collectively as the "Reporting Persons." Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person.

2. On December 14, 2010, Matrixx Initiatives, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Purchaser. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a cash tender offer (the "Offer") to acquire all of the shares of the Issuer's Common Stock (the "Shares"). On February 14, 2011 at 11:59 p.m., (the "Expiration Time") the initial offering period for the Offer expired and on Feburary 15, 2011 Purchaser accepted for payment 6,525,546 Shares, which comprised all Shares validly tendered and not validly withdrawn pursuant to the terms of the Offer as of the Expiration Time.

3. These Shares were owned directly by Purchaser. As a result of their direct or indirect relationship to Purchaser, the other Reporting Persons may also be deemed to have acquired indirect beneficial ownership of such Shares. The other Reporting Persons disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities covered by this Form 3 for purposes of Section 16 or for any other purpose.

	Wonder Holdings, Inc., by /s/ Brian D. Schwartz, its President	02/23/2011
	Wonder Holdings Acquisition Corp., by /s/ Brian D. Schwartz, its President	02/23/2011
	H.I.G. Bayside Debt & LBO Fund II, L.P., by H.I.G. Bayside Advisors II, LLC, its General Partner, by H.I.G.-GPII, Inc., its Manager, by /s/ Richard H. Siegel, its Vice President and General Counsel	02/23/2011
	H.I.G. Bayside Advisors II, LLC, by H.I.G.-GPII, Inc., its Manager, by /s/ Richard H. Siegel, its Vice President and General Counsel	02/23/2011
	H.I.G.-GPII, Inc., by /s/ Richard H. Siegel, its Vice President and General Counsel	02/23/2011
	/s/ Sami W. Mnaymneh	02/23/2011
	/s/ Anthony A. Tamer	02/23/2011
	** 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 5 (b)(v).
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