X0202 4 2006-11-14 0 0001269871 PHYSICIANS FORMULA HOLDINGS, INC. FACE 0001379833 Rogers Jeffrey P PHYSICIANS FORMULA HOLDINGS, INC. 1055 WEST 8TH STREET AZUSA CA 91702 1 1 0 0 President Common Stock, par value $.01 per share 2006-11-14 4 M 0 133952 0.1 A 318952 D Common Stock, par value $.01 per share 2006-11-14 4 S 0 133952 15.81 D 185000 D Stock Option (right to buy) .10 2006-11-14 4 A 0 291667 A 2013-11-03 Common Stock, par value $.01 per share 291667 459000 D Stock Option (right to buy .10 2006-11-14 4 M 0 133952 D 2006-11-14 2013-11-03 Common Stock, par value $.01 per share 133952 325048 D On November 3, 2003, the reporting person was granted an option to purchase 291,667 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 225,203 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 225,203 shares of common stock. These options were granted, and no price was paid therefor. Of these options, 666 vested on November 3, 2005, 83,333 vested on November 3, 2006, 91,251 vested on November 14, 2006, 83,334 vest on November 3, 2007 and 66,464 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