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* Mill Road Capital, L.P. (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GALAXY NUTRITIONAL FOODS INC [ GXYF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below
	3. Date of Earliest Transaction (Month/Day/Year) 05/01/2009
	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	05/01/2009		P		9,055,812	A	$0.36	23,426,540	D(1)
Common Stock	05/05/2009		P		111,604	A	$0.36	23,538,144	D(2)

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* Mill Road Capital, L.P. (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* Mill Road Capital GP LLC (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* LYNCH THOMAS E (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* Goldman Charles (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* Scharfman Scott (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* Andromeda Acquisition Corp. (Last) (First) (Middle) TWO SOUND VIEW DRIVE, SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* MW1 LLC (Last) (First) (Middle) TWO SOUND VIEW DRIVE, SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

Explanation of Responses:

1. 559,608 of these shares are held by Mill Road Capital, L.P. (the "Fund"), 9,055,812 of these shares are held by Andromeda Acquisition Corp. ("Purchaser"), and 13,811,120 of these shares are held by Galaxy Partners L.L.C. Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund, Thomas Lynch, Charles Goldman and Scott Scharfman are the Management Committee Directors of the GP, the Fund is the sole member of MW1 LLC, which is the sole shareholder of Purchaser, and all of the foregoing persons are members of a 13(d) group owning more than 10%. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

2. 559,608 of these shares are held by the Fund, 9,167,416 of these shares are held by Purchaser, and 13,811,120 of these shares are held by Galaxy Partners L.L.C. The GP is the sole general partner of the Fund, Thomas Lynch, Charles Goldman and Scott Scharfman are the Management Committee Directors of the GP, the Fund is the sole member of MW1 LLC, which is the sole shareholder of Purchaser, and all of the foregoing persons are members of a 13(d) group owning more than 10%. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Remarks:

Each of the Reporting Persons is also a member of a 13(d) group owning more than 10%.

	/s/ Charles M. B. Goldman, Management Committee Director of sole general partner on behalf of Mill Road Capital, L.P.	05/05/2009
	/s/ Charles M. B. Goldman, Management Committee Director on behalf of Mill Road Capital GP LLC	05/05/2009
	/s/ Charles M. B. Goldman on behalf of Thomas E. Lynch, by power-of-attorney	05/05/2009
	/s/ Charles M. B. Goldman	05/05/2009
	/s/ Charles M. B. Goldman on behalf of Scott P. Scharfman, by power-of-attorney	05/05/2009
	/s/ Justin Jacobs, President on behalf of Andromeda Acquisition Corp.	05/05/2009
	/s/ Charles M. B. Goldman, Management Committee Director of sole general partner of sole member on behalf of MW1 LLC	05/05/2009
	** Signature of Reporting Person	Date
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