SEC FORM 4

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

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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).

1. Name and Address of Reporting Person^*

DESANTIS CARL

(Last)

(First)

(Middle)

C/O INTEGRATED BIOPHARMA, INC.

225 LONG AVENUE, BLDG 15

(Street)

HILLSIDE

07205

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2008

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/21/2008	08/21/2008	J		50,000	A	$0⁽¹⁾	6,016,244	I	See Note 1
Common Stock	11/21/2008	11/21/2008	J		50,000	A	$0⁽²⁾	6,066,244	I	See Note 2
Common Stock	02/21/2009	02/21/2009	J		50,000	A	$0⁽³⁾	6,116,244	I	See Note 3
Common Stock	04/06/2009	04/06/2009	P		87,111	A	$0.53	6,203,355	D
Common Stock	05/21/2009	05/21/2009	J		50,000	A	$0⁽⁴⁾	6,253,355	I	See Note 4
Common Stock	08/21/2009	08/21/2009	J		50,000	A	$0⁽⁵⁾	6,303,355⁽⁶⁾	I	See Note 5

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)	Code	V	(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)

Explanation of Responses:

1. Common stock issued to CD Financial, LLC of which Mr. DeSantis is the Manager on the second 90 day anniversary of the issuance of the convertible subordinated debt.

2. Common stock issued to CD Financial, LLC of which Mr. DeSantis is the Manager on the third 90 day anniversary of the issuance of the convertible subordinated debt.

3. Common stock issued to CD Financial, LLC of which Mr. DeSantis is the Manager on the forth 90 day anniversary of the issuance of the convertible subordinated debt.

4. Common stock issued to CD Financial, LLC of which Mr. DeSantis is the Manager on the fifth 90 day anniversary of the issuance of the convertible subordinated debt.

5. Common stock issuable to CD Financial, LLC of which Mr. DeSantis is the Manager on the sixth 90 day anniversary of the issuance of the convertible subordinated debt.

6. Includes (i) 819,629 shares owned by CDS Group Holdings, LLC, of which Mr. DeSantis is the manager; (ii) 2,250,000 shares of common stock issuable upon exercise of presently convertible subordinated debt of $4.5 million held by CD Financial, LLC of which Mr. DeSantis is the manager; and (iii) 54,500 shares of common stock issuable upon exercise of presently exercisable stock options. This number does not include 50,000 shares of common stock issuable to CD Financial, LLC upon the seventh 90 day anniversary of the issuance of the convertible subordinated debt on November 21, 2009 and

	/s/ Carl DeSantis	10/28/2009
	** 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).
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