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* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PHYSICIANS FORMULA HOLDINGS, INC. [ FACE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 11/08/2006
	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	11/08/2006		S		3,369,923(1)	D	$17	4,630,077(1)	I	Manager of GP of 10% Owner

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* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Manager of GP of 10% Owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS VI GP LLC (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS VI GP LP (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of 10% Owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS LLC (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of Owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS V LP (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of Owner

1. Name and Address of Reporting Person* STAMPS WOODSUM & CO IV (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Mang Mbr of GP of Owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS SD II LLC (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of Owner

Explanation of Responses:

1. Shares are held in the name of Summit Ventures V, L.P.; Summit V Companion Fund, L.P.; Summit V Advisors Fund (QP), L.P.; Summit V Advisors Fund, L.P.; Summit Ventures VI-A, L.P.; Summit Ventures VI-B, L.P.; Summit VI Advisors Fund, L.P.; Summit VI Entrepreneurs Fund, L.P.; Summit Investors VI, L.P.; and Summit Subordinated Debt Fund II, L.P.

Remarks:

The entities mentioned in Footnote 1 are collectively referred to as "Summit Partners". Summit Partners, L.P. is the managing member of Summit Partners, LLC, which is the general partner of Summit Partners V, L.P., which is the general partner of each of Summit Ventures V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P., and Summit V Advisors Fund, L.P. Summit Partners, L.P. is the managing member if Stamps, Woodsum & Co. IV, which is the general partner of Summit Partners SD II, LLC, which is the general partner of Summit Subordinated Debt Fund II, L.P. Summit Partners, L.P. is the managing member if Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P., and Summit Investors VI, L.P. Summit Partners, L.P. has voting and dispositive authority over the shares held by each of these entities and, therefore, may beneficially own such shares. Each of Summit Partners, L.P., Summit Partners VI (GP), LLC, Summit Partners VI (GP), L.P., Stamps, Woodsum & Co. IV, and Summit Partners SD II, LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest.

	Summit Partners, L.P., by Robin W. Devereux, Power of Attorney for Walter G. Kortschak, Member	11/09/2006
	Summit Partners VI (GP), LLC, by Summit Partners, L.P., its Manager, by Robin W. Devereux, Power of Attorney for Walter G. Kortschak, Member	11/09/2006
	Summit Partners VI (GP), L.P., by Summit Partners VI (GP), LLC, its General Partner, by Summit Partners L.P., its Manager, by Robin W. Devereux, Power of Attorney for Walter G. Kortschak, Member	11/09/2006
	Summit Partners, LLC, by Summit Partners, L.P., its Manager, by Robin W. Devereux, Power of Attorney for Walter G. Kortschak, Member	11/09/2006
	Summit Partners V, L.P. by Summit Partners, LLC, Its General Partner, by Summit Partners, L.P., its Manager, by Robin W. Devereux, Power of Attorney for Walter G. Kortschak, Member	11/09/2006
	Stamps, Woodsum & Co., IV, by Summit Partners, L.P., its Manager, by Robin W. Devereux, Power of Attorney for Walter G. Kortschak, Member	11/09/2006
	Summit Partners SD II, LLC, by Stamps, Woodsum & Co., IV, its General Partner, by Summit Partners, L.P., its Manager, by Robin W. Devereux, Power of Attorney for Walter G. Kortschak, Member	11/09/2006
	** Signature of Reporting Person	Date
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