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* Donnini David (Last) (First) (Middle) C/O GTCR 6100 SEARS TOWER (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Prestige Brands Holdings, Inc. [ PBH ]	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) 02/15/2005
	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 $0.01 per share	02/04/2005		A		18,727,995	A	(1)	18,727,995	I	See Footnotes(2)(3)
Common Stock, par value $0.01 per share	02/15/2005		D		3,419,679	D	$6.88(4)	15,308,316	I	See Footnotes(2)(3)
Common Stock, par value $0.01 per share	02/15/2005		S		2,960,542	D	$15	12,347,774	I	See Footnotes(2)(3)
Common Stock, par value $0.01 per share	02/04/2005		A		3,286,675	A	(5)	3,286,675	I	See Footnotes(6)(3)
Common Stock, par value $0.01 per share	02/15/2005		D		600,137	D	$6.88(7)	2,686,538	I	See Footnotes(6)(3)
Common Stock, par value $0.01 per share	02/15/2005		S		519,562	D	$15	2,166,976	I	See Footnotes(6)(3)
Common Stock, par value $0.01 per share	02/04/2005		A		99,957	A	(8)	99,957	I	See Footnotes(9)(3)
Common Stock, par value $0.01 per share	02/15/2005		D		18,251	D	$6.88(10)	81,706	I	See Footnotes(9)(3)
Common Stock, par value $0.01 per share	02/15/2005		S		15,802	D	$15	65,904	I	See Footnotes(9)(3)
Common Stock, par value $0.01 per share	02/04/2005		A		596,267	A	(11)	596,267	I	See Footnotes(12)(3)
Common Stock, par value $0.01 per share	02/15/2005		D		108,876	D	$6.88(13)	487,391	I	See Footnotes(12)(3)
Common Stock, par value $0.01 per share	02/15/2005		S		94,260	D	$15	393,131	I	See Footnotes(12)(3)

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. GTCR Fund VIII, L.P. exchanged 40,810,494 common units of Prestige Brands International Holdings, LLC, the predecessor of the issuer, for 18,727,995 shares of common stock of the issuer in a transaction exempt under Rule 16b-3(d) with respect to the Reporting Person.

2. GTCR Fund VIII, L.P. ("Fund VIII") is the direct beneficial owner of the shares reported in Table I. GTCR Partners VIII, L.P. ("GTCR Partners VIII") is the general partner of Fund VIII and GTCR Golder Rauner II, L.L.C. ("GTCR II") is the general partner of GTCR Partners VIII. As such, GTCR Partners VIII and GTCR II may be deemed to be beneficial owners of the shares reported in Table I. GTCR II is managed by its members. The Reporting Person is a member of GTCR II and GTCR Partners VIII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Fund VIII to the extent of the Reporting Person's indirect proportionate interest in Fund VIII.

3. The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table I, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.

4. GTCR Fund VIII, L.P. contributed 3,419,679 shares of common stock to the issuer in exchange for an aggregate of $23,519,799 in a transaction exempt under Rule 16b-3(e) with respect to the Reporting Person.

5. GTCR Fund VIII/B, L.P. exchanged 7,162,052 common units of Prestige Brands International Holdings, LLC, the predecessor of the issuer, for 3,286,675 shares of common stock of the issuer in a transaction exempt under Rule 16b-3(d) with respect to the Reporting Person.

6. GTCR Fund VIII/B, L.P. ("Fund VIII/B") is the direct beneficial owner of the shares reported in Table I. GTCR Partners VIII is the general partner of Fund VIII/B and GTCR II is the general partner of GTCR Partners VIII. As such, GTCR Partners VIII and GTCR II may be deemed to be beneficial owners of the shares reported in Table I. GTCR II is managed by its members. The Reporting Person is a member of GTCR II and GTCR Partners VIII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Fund VIII/B to the extent of the Reporting Person's indirect proportionate interest in Fund VIII/B.

7. GTCR Fund VIII/B, L.P. contributed 600,137 shares of common stock to the issuer in exchange for an aggregate of $4,127,615 in connection with a corporate reorganization in a transaction exempt under Rule 16b-3(e) with respect to the Reporting Person.

8. GTCR Co-Invest II, L.P. exchanged 217,820 common units of Prestige Brands International Holdings, LLC, the predecessor of the issuer, for 99,957 shares of common stock of the issuer in a transaction exempt under Rule 16b-3(d) with respect to the Reporting Person.

9. GTCR Co-Invest II, L.P. ("Co-Invest II") is the direct beneficial owner of the shares reported in Table I. GTCR II is the general partner of Co-Invest II. As such GTCR II may be deemed to be beneficial owners of the shares reported in Table I. GTCR II is managed by its members. The Reporting Person is a member of GTCR II and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Co-Invest II to the extent of the Reporting Person's indirect proportionate interest in Co-Invest II.

10. GTCR Co-Invest II, L.P. contributed 18,251 shares of common stock to the issuer in exchange for an aggregate of $125,533 in connection with a corporate reorganization in a transaction exempt under Rule 16b-3(e) with respect to the Reporting Person.

11. GTCR Capital Partners, L.P. exchanged 1,299,338 common units of Prestige Brands International Holdings, LLC, the predecessor of the issuer, for 596,267 shares of common stock of the issuer in a transaction exempt under Rule 16b-3(d) with respect to the Reporting Person.

12. GTCR Capital Partners, L.P. ("Capital Partners") is the direct beneficial owner of the shares reported in Table I. GTCR Mezzanine Partners, L.P. ("Mezzanine Partners") is the general partner of Capital Partners. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of GTCR Partners VI. As such, Mezzanine Partners, GTCR Partners VI and GTCR may be deemed to be beneficial owners of the shares reported in Table I. GTCR is managed by its members. The Reporting Person is a member of GTCR, Mezzanine Partners and GTCR Partners VI and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Capital Partners to the extent of the Reporting Person's indirect proportionate interest in Capital Partners.

13. GTCR Capital Partners, L.P. contributed 108,876 shares of common stock to the issuer in exchange for an aggregate of $748,831 in connection with a corporate reorganization in a transaction exempt under Rule 16b-3(e) with respect to the Reporting Person.

	/s/ Jesse Sheley, by power of attorney filed 2/10/05	02/17/2005
	** 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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