SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

KAY E GERALD

(Last)

(First)

(Middle)

225 LONG AVENUE

(Street)

HILLSIDE

07205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRATED BIOPHARMA INC [ INBP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2008

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	02/07/2007		A4⁽¹⁾	34,000	A	$0⁽¹⁾	5,119,889⁽¹⁾⁽⁴⁾	D
Restricted Stock Unit	11/16/2007		A4⁽²⁾	70,000	A	$0⁽²⁾	5,119,889⁽²⁾⁽⁴⁾	D
Common Stock	08/08/2008		P4⁽³⁾	100,000	D	$0⁽³⁾	5,119,889⁽⁴⁾	D
Common Stock	08/12/2008		C4⁽⁵⁾	583,000	A	$0.55	5,119,889⁽⁴⁾	D
Common Stock	08/12/2008		C4⁽⁵⁾	179,520	A	$0.83	5,119,889⁽⁴⁾	D
Common Stock	08/12/2008		C4⁽⁵⁾	100,000	A	$0.36	5,119,889⁽⁴⁾	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)	4. Transaction Code (Instr. 8)	(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)
Stock Options	$7.48	02/07/2007		4A⁽⁶⁾	16,000		⁽⁶⁾	02/07/2012	Common Stock	16,000	$0⁽⁶⁾	205,333⁽⁴⁾	D
Stock Options	$3.36	11/16/2007		4A⁽⁷⁾	30,000		⁽⁶⁾	11/02/2012	Common Stock	30,000	$0⁽⁷⁾	205,333⁽⁴⁾	D
Stock Options	$0.55	08/12/2008		4C⁽⁵⁾		583,000	12/01/1999	12/01/2009	Common Stock	583,000	$0⁽⁵⁾	205,333⁽⁴⁾	D
Stock Options	$0.83	08/12/2008		4C⁽⁵⁾		179,520	12/19/2000	12/19/2010	Common Stock	179,520	$0⁽⁵⁾	205,333⁽⁴⁾	D
Stock Options	$0.36	08/12/2008		4C⁽⁵⁾		10,000	10/11/2002	10/11/2012	Common Stock	100,000	$0⁽⁵⁾	205,333⁽⁴⁾	D

Explanation of Responses:

1. On February 7, 2007, the Reporting Person was granted 34,000 Restricted Stock Units as compensation for serving as an officer and director of the Issuer. Each Restricted Stock Unit consists of a right to the issuance of one share of common stock, par value $.002 ("Common Stock"). The Restricted Stock Units are subject to a three-year vesting period.

2. On November 16, 2007, the Reporting Person was granted 70,000 Restricted Stock Units as compensation for serving as an officer and director of the Issuer. Each Restricted Stock Unit consists of a right to the issuance of one share of Common Stock. The Restricted Stock Units are subject to a three-year vesting period. None of the Restricted Stock Units are included in the amount of securities beneficially owned following the reported transaction in column 5, as none of the Restricted Stock Units will vest in the next 60 days.

3. On August 8, 2008, the Reporting Person transferred 100,000 shares of Common Stock to John McKey pursuant to the terms of a consulting agreement between Mr. McKey and the Reporting Person.

4. Represents the amount of securities beneficially owned by the Reporting Person as of the date hereof.

5. On August 12, 2008, the Reporting Person exercised a total of 862,520 options to purchase common stock of the Issuer. The options were originally granted to the Reporting Person for his service as an officer and director of the Issuer.

6. On February 2, 2007, the Reporting Person was granted a stock option to purchase 16,000 shares of Common Stock at an exercise price of $7.48 per share as compensation for serving as an officer and director of the Issuer. These stock options are subject to a three-year vesting period, with an initial annual vesting date of December 20, 2007.

7. On November 16, 2007, the Reporting Person was granted a stock option to purchase 30,000 shares of Common Stock at an exercise price of $3.36 per share as compensation for serving as an officer and director of the Issuer. These stock options are subject to a three-year vesting period, with an initial annual vesting date of November 2, 2008. None of these stock options are included in the amount of derivative securities beneficially owned following the reported transaction in column 9, as none of the stock options will vest in the next 60 days.

	/s/ GERALD KAY	08/14/2008
	** 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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