SEC FORM 3

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^*

KORTSCHAK WALTER G

(Last)

(First)

(Middle)

C/O SUMMIT PARTNERS

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2006

3. Issuer Name and Ticker or Trading Symbol
PHYSICIANS FORMULA HOLDINGS, INC. [ FACE ]

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Indirect GP of 10% Owner

5. 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 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	8,000,000⁽¹⁾	I	Indirect GP of 10% Owner

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. Shares are held as follows: 1,419,000 in the name of Summit Ventures V, L.P.; 962,500 in the name of Summit V Companion Fund, L.P.; 136,470 in the name of Summit V Advisors Fund (QP), L.P.; 41,700 in the name of Summit V Advisors Fund, L.P.; 3,463,490 in the name of Summit Ventures VI-A, L.P.; 1,444,420 in the name of Summit Ventures VI-B, L.P.; 72,030 in the name of Summit VI Advisors Fund, L.P.; 110,590 in the name of Summit VI Entrepreneurs Fund, L.P.; 28,790 in the name of Summit Investors VI, L.P.; and 321,010 in the name of Summit Subordinated Debt Fund II, L.P.

Remarks:

The entities mentioned in Footnote 1 are collectively referred to as "Summit Partners". Summit Partners, L.P. is the managing member of Summit Partners, LLC, which is the general partner of Summit Partners V, L.P., which is the general partner of each of Summit Ventures V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P., and Summit V Advisors Fund, L.P. Summit Partners, L.P. is the managing member if Stamps, Woodsum & Co. IV, which is the general partner of Summit Partners SD II, LLC, which is the general partner of Summit Subordinated Debt Fund II, L.P. Summit Partners, L.P. is the managing member if Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., and Summit Investors VI, L.P. Walter Kortschak is a member of Summit Partners, L.P. Mr. Kortschak along with the entities above disclaim beneficial ownership of the shares held by Summit Partners, except to the extent of his pecuniary interest therein.

	Robin W. Devereux, Power of Attorney for Walter G. Kortschak	11/08/2006
	** 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).
** 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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