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* FITZGIBBONS ALBERT J III (Last) (First) (Middle) C/O OBAGI MEDICAL PRODUCTS, INC. 3760 KILROY AIRPORT WAY SUITE 500 (Street) LONG BEACH CA 90806 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Obagi Medical Products, Inc. [ OMPI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/30/2010
	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	11/30/2010		D		2,688,668(1)(2)	D	$9.84	12,538(3)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The record holder of such shares is Stonington Capital Appreciation 1994 Fund, L.P. (the "Fund"). The Fund sold such shares to Obagi Medical Products, Inc. (the "Company") in accordance with the terms of a Stock Purchase Agreement, dated as of November 15, 2010, by and among the Company, the Fund and the other selling stockholder signatory thereto (the "Agreement"). The Agreement was approved by a special committee of the Company's board of directors, which was composed of the majority of the disinterested members of the board who are all "non-employee directors" as defined in Rule 16b-3.

2. Stonington Partners, L.P. is the general partner in the Fund with a 1% economic interest. Except for such economic interest, Stonington Partners, L.P. disclaims beneficial ownership of the shares. Stonington Partners, Inc. II is the general partner of Stonington Partners, L.P. with a 1% economic interest. Except for such economic interest, Stonington Partners, Inc. II disclaims beneficial ownership of the shares. Stonington Partners, Inc. has a 1% economic interest in Stonington Partners, L.P. Stonington Partners, Inc. disclaims beneficial ownership of the shares. Mr. Fitzgibbons, a board member of Obagi Medical Products, Inc., also serves on the board of directors of Stonington Partners, Inc. which has voting and dispositive authority for the Fund. Mr. Fitzgibbons disclaims beneficial ownership in the shares owned by the Fund.

3. Such total reflects the sale by the Fund of 2,033,617 shares of the Company's common stock in November 2010 pursuant to a registration statement on Form S-1 that was filed with the Securities and Exchange Commission (the "SEC") on October 26, 2010 and declared effective by the SEC on November 15, 2010. Such sale was exempt from the reporting requirements of Section 16(a) under the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-7 promulgated thereunder.

4. Includes 2,463 shares of restricted stock issued pursuant to the Obagi Medical Products, Inc. 2005 Stock Incentive Plan, as amended, which are subject to forfeiture prior to June 8, 2011.

Remarks:

	Albert J. Fitzgibbons III	12/01/2010
	** Signature of Reporting Person	Date
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