X0202 4 2006-11-14 0 0001269871 PHYSICIANS FORMULA HOLDINGS, INC. FACE 0001379834 Jaeger Joseph J PHYSICIANS FORMULA HOLDINGS, INC. 1055 WEST 8TH STREET AZUSA CA 91702 0 1 0 0 Chief Financial Officer Common Stock, par value $.01 per share 2006-11-14 4 M 0 31200 0.10 A 68700 D Common Stock, par value $.01 per share 2006-11-14 4 S 0 31200 15.81 D 37500 D Stock Option (right to buy) .10 2006-11-14 4 A 0 75000 A 2014-03-08 Common Stock, par value $.01 per share 75000 112500 D Stock Option (right to buy .10 2006-11-14 4 M 0 31200 D 2006-11-14 2014-03-08 Common Stock, par value $.01 per share 31200 81300 D On March 8, 2004, the reporting person was granted an option to purchase 75,000 shares of common stock, subject to certain performance vesting criteria. On November 14, 2006, the option grant was amended to provide for partial vesting of the option as to 57,909 shares of common stock upon the completion of the issuer's initial public offering, with the remainder of such options vesting in twenty-four equal installments on each monthly anniversary of the closing of the issuer's initial public offering. The performance criteria was met on November 14, 2006, resulting in the vesting of the option as to 57,909 shares of common stock. These options were granted, and no price was paid therefor. Of these options, 26,709 vested on November 14, 2006, 18,750 vest on March 8, 2007, 18,750 vest on March 8, 2008 and 17,091 vest in twenty-four equal installments on each monthly anniversary date of the closing of the issuer's initial public offering. /s/ Elisabeth M. Martin, under power of attorney 2006-11-16