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* 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) 05/06/2009
	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	05/06/2009		S		3,453,991	D	$18.72	34,048	I	See Footnotes(1)(2)(3)(5)
Common Stock, Par Value $0.001	05/07/2009		S		34,048	D	$14.84	0	I	See Footnotes(4)(6)

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) 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* BAIN CAPITAL FUND VII LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (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* BAIN CAPITAL FUND VII LP (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (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* BAIN CAPITAL PARTNERS VII LP (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (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* BAIN CAPITAL FUND VIII, L.P. (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (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* BAIN CAPITAL PARTNERS VIII, L.P. (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (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* BCIP Associates III, LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (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* BCIP Associates III (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (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* BCIP Associates III-B, LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (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* BCIP Associates III-B (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (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. 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 05/06/2009, Fund VII distributed 1,488,883 shares of Common Stock to one or members or partners. Following such distribution, Fund VII held zero 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 pecuniary interest therein. On 05/06/2009, Fund VIII distributed 1,679,015 shares of Common Stock to one or members or partners. Following such distribution, Fund VIII held zero 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 05/06/2009, BCIP III LLC distributed 267,785 shares of Common Stock to one or more members or partners. Following such distribution, BCIP III LLC held zero shares of Common Stock.

4. BCI is also the managing partner of BCIP Trust Associates III, which is the manager and sole member of BCIP T Associates III, LLC ("BCIP T 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 T III LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 05/07/2009, BCIP T III LLC sold 28,565 shares of Common Stock. Following such sales, BCIP T III LLC held zero shares of Common Stock.

5. 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 05/06/2009, BCIP III-B LLC distributed 18,308 shares of Common Stock to one or members or partners. Following such distribuion, BCIP III-B LLC held zero shares of Common Stock.

6. BCI is also the managing partner of BCIP Trust Associates III-B, which is the manager and sole member of BCIP T Associates III-B, LLC ("BCIP T 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 T III-B LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 05/07/2009, BCIP T III-B LLC sold 5,483 shares of Common Stock. Following such sales, BCIP T III-B LLC LLC held zero shares of Common Stock.

Remarks:

Form 1 of 2

	/s/ Bain Capital Investors, LLC by Stephen M. Zide, Managing Director	05/08/2009
	** Signature of Reporting Person	Date
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