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*
BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Innophos Holdings, Inc. [ IPHS ]
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)
06/04/2008
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, Par Value $0.001 06/04/2008 J 693,654 D $0.00 9,394,385 I See Footnotes(1)(2)(3)(4)(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
1. Name and Address of Reporting Person*
BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAIN CAPITAL FUND VII LLC

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAIN CAPITAL FUND VII LP

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON AZ 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAIN CAPITAL PARTNERS VII LP

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bain Capital Fund VIII, LLC

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAIN CAPITAL FUND VIII, L.P.

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAIN CAPITAL PARTNERS VIII, L.P.

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP Associates III, LLC

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP Associates III

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP Associates III-B, LLC

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
Explanation of Responses:
1. Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the sole general partner of Bain Capital Fund VII, L.P., which is the sole member of Bain Capital Fund VII, LLC ("Fund VII"). As a result, BCI may be deemed to share voting and dipositive power with respect to the shares of Common Stock held by Fund VII. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 6/4/2008, Fund VII distributed 236,246 shares of Common Stock to one or more members or partners in connection with certain charitable gifts made by such members or partners on 6/4/2008. Following such distribution, Fund VII held 4,069,867 shares of Common Stock.
2. BCI is also the sole general partner of Bain Capital Partners VIII, L.P. ("BCP VIII"), which is the sole general partner of Bain Capital Fund VIII, L.P., which is the sole member of Bain Capital Fund VIII, LLC ("Fund VIII"). As a result, BCI may be deemed to share voting and dispositive power with the respect to the shares of Common Stock held by Fund VIII. BCI disclaims beneficial ownership of such securities except to the extent of its pecuinary interest therein. On 6/4/2008, Fund VIII distributed 322,068 shares of Common Stock to one oe more members or partners in connection with certain charitable gifts made by such members or partners on 6/4/2008. Following such distribution, Fund VIII held 4,533,950 shares of Common Stock.
3. BCI is also the managing partner of BCIP Associates III, which is the manager and sole member of BCIP Associates III, LLC ("BCIP III LLC"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 6/4/2008, BCIP III LLC distributed 129,507 shares of Common Stock to one or more members or partners in connection with certain charitible gifts made by such members or partners on 6/4/2008. Following such distribution, BCIP III LLC held 644,975 shares of Common stock.
4. BCI is also the managing partner of BCIP Associates III-B, which is the manager and sole member of BCIP Associates III-B, LLC ("BCIP III-B LLC"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III-B LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 6/4/2008, BCIP III-B LLC distributed 5,831 shares of Common Stock to one or more members or partners in connection with certain charitible gifts made by such members or partners on 6/4/2008. Following such distribution, BCIP III LLC held 47,119 shares of Common stock.
5. BCI is also the managing partner of each of BCIP Trust Associates III and BCIP Trust Associates III-B, which are the managers and sole members of BCIP T Associates III, LLC ("BCIP T III LLC") and BCIP T Associates III-B, LLC ("BCIP T III-B LLC"), respectively. As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP T III LLC and BCIP T III-B LLC. BCI disclaims beneficial ownership of such securities except to its pecuniary interest therein. As of 6/4/2008, BCIP T III LLC held 82,616 shares of Common Stock and BCIP T III-B LLC held 15,858 shares of Common Stock.
/s/ Bain Capital Investors, LLC by Stephen M. Zide, Managing Director 06/06/2008
** 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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