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
X	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* Mill Road Capital, L.P. (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (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 10% Owner Officer (give title below) X Other (specify below) Former 10% owner
	3. Date of Earliest Transaction (Month/Day/Year) 12/12/2012
	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	12/12/2012		D(1)		2,534,905(2)	D	$4.9	0	D(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant	$0.2482	12/12/2012		D(3)			654,745(3)	(3)	04/30/2017	Common Stock	654,745	$4.6518(3)	0	D(5)
Nonqualified Stock Option	$3.04	12/12/2012		D(4)			7,038(4)	(4)	04/29/2020	Common Stock	7,038	$1.86(4)	0	D(5)

1. Name and Address of Reporting Person* Mill Road Capital, L.P. (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

1. Name and Address of Reporting Person* Mill Road Capital GP LLC (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

1. Name and Address of Reporting Person* LYNCH THOMAS E (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former director and 10% owner

1. Name and Address of Reporting Person* Scharfman Scott (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% owner

Explanation of Responses:

1. The shares were disposed of in the merger (the "Merger") on December 12, 2012 of the Issuer with Markwins Merger Sub., Inc., with the Issuer as the surviving entity. In the Merger, each share of common stock of the Issuer was cancelled and converted into the right to receive $4.90 in cash.

2. Represents 17,962 shares held directly, as of immediately prior to the Merger, by Thomas E. Lynch and 2,516,943 shares held directly, as of immediately prior to the Merger, by Mill Road Capital, L.P. (the "Fund").

3. In the Merger, the warrant was cancelled in exchange for a cash payment equal to the product of (i) the excess of $4.90 over $0.24817 and (ii) the number of shares subject to the warrant. The warrant was held directly, as of immediately prior to the Merger, by the Fund.

4. In the Merger, the option was cancelled in exchange for a cash payment equal to the product of (i) the excess of $4.90 over $3.04 and (ii) the number of shares subject to the option. The option was held directly, as of immediately prior to the Merger, by Mr. Lynch, who was a director of the Issuer prior to the Merger.

5. Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund with sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, as applicable, the shares and warrant reported herein as held directly by the Fund. Mr. Lynch and Scott P. Scharfman are Management Committee Directors of the GP with shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, as applicable, the shares and warrant reported herein as held directly by the Fund. Each of the Reporting Persons disclaims beneficial ownership of the shares, warrant and option reported herein, and the shares that were subject to the warrant or option reported herein, except to the extent of his or its pecuniary interest therein, if any.

	/s/ Charles M. B. Goldman, Management Committee Director of sole general partner on behalf of Mill Road Capital, L.P.	12/14/2012
	/s/ Charles M. B. Goldman, Management Committee Director on behalf of Mill Road Capital GP LLC	12/14/2012
	/s/ Charles M. B. Goldman on behalf of Thomas E. Lynch, by power of attorney	12/14/2012
	/s/ Charles M. B. Goldman on behalf of Scott P. Scharfman, by power of attorney	12/14/2012
	** 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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