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*
Becker Drapkin Management, L.P.

(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PHYSICIANS FORMULA HOLDINGS, INC. [ FACE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 11/08/2010 S 14,900 D $3.75 1,458,657 I See Footnotes (1) (2) (3) (4)
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
1. Name and Address of Reporting Person*
Becker Drapkin Management, L.P.

(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BECKER DRAPKIN PARTNERS (QP), L.P.

(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BECKER DRAPKIN PARTNERS, L.P.

(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BC Advisors LLC

(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Becker Steven R

(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Drapkin Matthew A

(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
Explanation of Responses:
1. This statement is jointly filed by and on behalf of each of Becker Drapkin Management, L.P. ("BD Management"), Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin. QP Fund and LP Fund are the direct beneficial owners of the securities covered by this report. BD Management is the general partner of each of QP Fund and LP Fund and may be deemed to beneficially own securities owned by QP Fund and LP Fund. BC Advisors, LLC is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Steven R. Becker and Matthew A. Drapkin are the controlling persons of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors.
2. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
3. Includes (a) 1,298,456 shares owned by QP Fund, and (b) 160,201 shares owned by LP Fund.
4. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
Remarks:
Exhibit Index Exhibit 24.1 - Power of Attorney (furnished herewith) Exhibit 99.1 - Joint Filer Information (furnished herewith) Exhibit 99.2 - Joint Filing Agreement (furnished herewith) ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
BECKER DRAPKIN MANAGEMENT, L.P., By: BC Advisors, LLC, Its: General Partner, By: /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 11/09/2010
BECKER DRAPKIN PARTNERS (QP), L.P., By: Becker Drapkin Management, L.P., Its: General Partner, By: BC Advisors, LLC, Its: General Partner, By: /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 11/09/2010
BECKER DRAPKIN PARTNERS, L.P., By: Becker Drapkin Management, L.P., Its: General Partner, By: BC Advisors, LLC, Its: General Partner, By: /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 11/09/2010
BC ADVISORS, LLC, By: /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 11/09/2010
STEVEN R. BECKER, /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 11/09/2010
MATTHEW A. DRAPKIN, /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 11/09/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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