SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Tarrant Capital Advisors, Inc. (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE ST., SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/14/2010	3. Issuer Name and Ticker or Trading Symbol SCHIFF NUTRITION INTERNATIONAL, INC. [ WNI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	7,486,574	I	See Explanation of Responses(1)(2)
Class B Common Stock	7,486,574	I	See Explanation of Responses(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Tarrant Capital Advisors, Inc. (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE ST., SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE ST., SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) C/O TPG CAPITAL, L.P. 301 COMMERCE ST., SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. David Bonderman and James G. Coulter are directors, officers, and the sole stockholders of Tarrant Capital Advisors, Inc. ("Tarrant"). Tarrant is the sole shareholder of Tarrant Advisors, Inc., a Texas corporation, which is the general partner of TPG Ventures Professionals, L.P., a Delaware limited partnership, which is the general partner of TPG Ventures Partners, L.P., a Delaware limited partnership, which is the managing member of TPG Ventures Holdings, L.L.C., a Delaware limited liability company, which is the sole member of TPG STAR Advisors, L.L.C., a Delaware limited liability company, which is the general partner of TPG STAR SNI. TPG STAR SNI directly holds the 7,486,574 shares of the Class A Common Stock reported herein.

2. Because of the Reporting Persons' relationship to TPG STAR SNI, the Reporting Persons may be deemed to beneficially own the shares directly owned by TPG STAR SNI to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG STAR SNI. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares in excess of such amounts.

3. As disclosed in the Schedule 13-D filed with the Securities and Exchange Commission by the Reporting Persons (as defined below) on October 15, 2010, as of October 14, 2010, TPG STAR SNI, L.P., a Delaware limited partnership ("TPG STAR SNI"), Weider Health and Fitness ("Weider") and the other holders who become a party thereto, have entered into a Stockholders Agreement pursuant to which TPG STAR SNI and certain of its affiliates will be deemed to have acquired shared voting power with Weider over 7,486,574 shares of Class B Common Stock of the Issuer, resulting in beneficial ownership of an aggregate 7,486,574 shares of Class A Common Stock and 7,486,574 shares of Class B Common Stock of the Issuer.

Remarks:

Remarks: (4) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (5) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010 which were previously filed with the Securities and Exchange Commission.

	/s/ Ronald Cami, Vice President of Tarrant Capital Advisors, Inc.	10/15/2010
	/s/ Ronald Cami, on behalf of David Bonderman(5)	10/15/2010
	/s/ Ronald Cami, on behalf of James G. Coulter(5)	10/15/2010
	** 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 5 (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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