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*
ZIDE STEPHEN M
(Last) (First) (Middle)
C/O BAIN CAPITAL PARTNERS, LLC
111 HUNTINGTON AVENUE
(Street)
BOSTON MA 02199
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Innophos Holdings, Inc. [ IPHS ] 		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)
08/14/2008
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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $0.001 08/14/2008 J 1,980,477 D $40 3,507,562 I See Footnotes(1)(2)(3)(4)(5)(6)
Common Stock, Par Value $0.001 08/15/2008 S 7,069 D $35.1 3,500,493 I See Footnotes(4)(6)
Common Stock, Par Value $0.001 08/18/2008 S 2,692 D $35.28 3,497,801 I See Footnotes(4)(6)
Common Stock, Par Value $0.001 08/15/2008 S 7,721 D $35.1 2,944 D
Common Stock, Par Value $0.001 08/18/2008 S 2,944 D $35.28 0 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. Mr. Zide is a Managing Director of Bain Capital Investors, LLC ("BCI"). Because BCI is the sole general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the sole general partner of Bain Capital Fund VII, L.P., which is the sole member of Bain Capital Fund VII, LLC ("Fund VII"), Mr. Zide may be deemed to share voting and dipositive power with respect to the shares of Common Stock held by Fund VII. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 8/14/2008, Fund VII distributed 853,706 shares of Common Stock to one or more members or partners, including 4,603 shares of Common Stock to Mr Zide. Following such distribution, Fund VII held 1,488,883 shares of Common Stock.
2. Because BCI is also the sole general partner of Bain Capital Partners VIII, L.P. ("BCP VIII"), which is the sole general partner of Bain Capital Fund VIII, L.P., which is the sole member of Bain Capital Fund VIII, LLC ("Fund VIII"), Mr. Zide may be deemed to share voting and dispositive power with the respect to the shares of Common Stock held by Fund VIII. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 8/14/2008, Fund VIII distributed 962,728 shares of Common Stock to one or more members or partners, including 5,689 shares of Common Stock to Mr. Zide. Following such distribution, Fund VIII held 1,679,015 shares of Common Stock.
3. Because BCI is also the managing partner of BCIP Associates III, which is the manager and sole member of BCIP Associates III, LLC ("BCIP III LLC"), Mr. Zide may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III LLC. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 8/14/2008, BCIP III LLC distributed 153,545 shares of Common Stock to one or more members or partners, including 373 shares of Common Stock to Mr. Zide. Following such distribution, BCIP III LLC held 267,785 shares of Common Stock.
4. Because BCI is also the managing partner of BCIP Trust Associates III, which is the manager and sole member of BCIP T Associates III, LLC ("BCIP T III LLC"), Mr. Zide may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP T III LLC. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 8/15/08 and 8/18/08, BCIP T III LLC sold 5,931 and 2,258 shares of Common Stock, respectively. Following such sales, BCIP T III LLC held 36,755 shares of Common Stock.
5. Because BCI is also the managing partner of BCIP Associates III-B, which is the manager and sole member of BCIP Associates III-B, LLC ("BCIP III-B LLC"), Mr. Zide may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III-B LLC. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 8/14/2008, BCIP III-B LLC distributed 10,498 shares of Common Stock to one or more members or partners. Following such distribution, BCIP III-B LLC held 18,308 shares of Common Stock.
6. Because BCI is also the managing partner of BCIP Trust Associates III-B, which is the manager and sole member of BCIP T Associates III-B, LLC ("BCIP T III-B LLC"), Mr. Zide may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP T III-B LLC. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 8/15/2008 and 8/18/2008, BCIP T III-B LLC sold 1,138 and 434 shares of Common Stock, respectively. Following such sales, BCIP T III-B, LLC held 7,055 shares of Common Stock.
/s/ Stephen M. Zide 08/18/2008
** 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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