X0303 4 2010-12-14 0001269871 PHYSICIANS FORMULA HOLDINGS, INC. FACE 0001346543 Becker Drapkin Management, L.P. 300 CRESCENT COURT, SUITE 1111 DALLAS TX 75201 0 0 1 0 0001451722 BECKER DRAPKIN PARTNERS (QP), L.P. 300 CRESCENT COURT, SUITE 1111 DALLAS TX 75201 0 0 1 0 0001451721 BECKER DRAPKIN PARTNERS, L.P. 300 CRESCENT COURT, SUITE 1111 DALLAS TX 75201 0 0 1 0 0001349003 BC Advisors LLC 300 CRESCENT COURT, SUITE 1111 DALLAS TX 75201 0 0 1 0 0001349005 Becker Steven R 300 CRESCENT COURT, SUITE 1111 DALLAS TX 75201 0 0 1 0 0001458693 Drapkin Matthew A 300 CRESCENT COURT, SUITE 1111 DALLAS TX 75201 0 0 1 0 Common Stock 2010-12-14 4 S 0 1900 3.87 D 1396957 I See Footnotes Common Stock 2010-12-15 4 S 0 9674 3.71 D 1387283 I See Footnotes Common Stock 2010-12-16 4 S 0 29000 3.65 D 1358283 I See Footnotes This statement is jointly filed by and on behalf of each of Becker Drapkin Management, L.P. ("BD Management"), Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BC Advisors, LLC ("BC Advisors"), Steven R. Becker and Matthew A. Drapkin. QP Fund and LP Fund are the direct beneficial owners of the securities covered by this report. BD Management is the general partner of each of QP Fund and LP Fund and may be deemed to beneficially own securities owned by QP Fund and LP Fund. BC Advisors is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Steven R. Becker and Matthew A. Drapkin are the controlling persons of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. Includes (a) 1,244,557 shares owned by QP Fund and (b) 152,400 shares owned by LP Fund. Includes (a) 1,235,938 shares owned by QP Fund and (b) 151,345 shares owned by LP Fund. Includes (a) 1,210,101 shares owned by QP Fund and (b) 148,182 shares owned by LP Fund. Exhibit Index Exhibit 99.1 - Joint Filer Information (furnished herewith) Exhibit 99.2 - Joint Filing Agreement (furnished herewith) BECKER DRAPKIN MANAGEMENT, L.P., By: BC Advisors, LLC, Its: General Partner, By: /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 2010-12-16 BECKER DRAPKIN PARTNERS (QP), L.P., By: Becker Drapkin Management, L.P., Its: General Partner, By: BC Advisors, LLC, Its: General Partner, By: /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 2010-12-16 BECKER DRAPKIN PARTNERS, L.P., By: Becker Drapkin Management, L.P., Its: General Partner, By: BC Advisors, LLC, Its: General Partner, By: /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 2010-12-16 BC ADVISORS, LLC, By: /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 2010-12-16 STEVEN R. BECKER, By: /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 2010-12-16 MATTHEW A. DRAPKIN, By: /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 2010-12-16