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* Mill Road Capital, L.P. (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GALAXY NUTRITIONAL FOODS INC [ GXYF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below
	3. Date of Earliest Transaction (Month/Day/Year) 06/10/2009
	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	06/10/2009		P		891,000	A	$0.36	25,148,070	D(1)(6)
Common Stock	06/10/2009		J(2)		559,608	A	$.00	25,148,070	D(2)(6)
Common Stock	06/10/2009		J(3)		559,608	A	$.00	25,148,070	D(3)(6)
Common Stock	06/11/2009		J(4)		13,811,120	A	$.00	25,148,070	D(4)(6)
Common Stock	06/11/2009		J(5)		13,811,120	A	$.00	25,148,070	D(5)(6)
Common Stock	06/12/2009		P(7)		2,794,224	A	$0.36	100	D(6)(7)

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* Mill Road Capital, L.P. (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* Mill Road Capital GP LLC (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* LYNCH THOMAS E (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* Goldman Charles (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* Scharfman Scott (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* Andromeda Acquisition Corp. (Last) (First) (Middle) TWO SOUND VIEW DRIVE, SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* MW1 LLC (Last) (First) (Middle) TWO SOUND VIEW DRIVE, SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* Jacobs Justin (Last) (First) (Middle) TWO SOUND VIEW DRIVE SUITE 300 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) see remarks below

1. Name and Address of Reporting Person* ANTONELLI RICHARD (Last) (First) (Middle) 35 PRINCESS PINE DRIVE (Street) EAST GREENWICH RI 02818 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) X Other (specify below) Chief Executive Officer see remarks below

Explanation of Responses:

1. As of immediately after this transaction, 559,608 of these shares were held by Mill Road Capital, L.P. (the "Fund"), 13,811,120 of these shares were held by Galaxy Partners L.L.C. ("Galaxy Partners") and the remainder were held by Andromeda Acquisition Corp. ("Purchaser"). Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund. Thomas Lynch, Charles Goldman and Scott Scharfman are the Management Committee Directors of the GP. The Fund and Galaxy Partners are the members of MW1 LLC, which is the sole shareholder of Purchaser. Richard Antonelli is expected to become a member of MW1 LLC. Justin Jacobs is the sole director and the President, Treasurer and Secretary of Purchaser. Jacobs and Antonelli are directors of MW1 LLC, and Jacobs, Lynch and Scharfman are directors, and Antonelli is the Chief Executive Officer, of Galaxy Nutritional Foods, Inc. ("Issuer").

2. The shares referenced in Column 4 were transferred by the Fund to MW1 LLC pursuant to that certain Amended and Restated Limited Liability Company Agreement of MW1 LLC dated May 7, 2009. As of immediately after this transaction, 13,811,120 of the shares referenced in Column 5 were held by Galaxy Partners, 559,608 of these shares were held by MW1 LLC and the remainder were held by Purchaser.

3. This reflects the contribution by MW1 LLC to its wholly owned subsidary, Purchaser, of the shares received by MW1 LLC in the transfer described in note 2 above. As of immediately after this transaction, 13,811,120 of the shares referenced in Column 5 were held by Galaxy Partners and the remainder were held by Purchaser.

4. The shares referenced in Column 4 were transferred by Galaxy Partners to MW1 LLC pursuant to that certain Amended and Restated Limited Liability Company Agreement of MW1 LLC dated May 7, 2009. As of immediately after this transaction, 13,811,120 of the shares referenced in Column 5 were held by MW1 LLC and the remainder were held by Purchaser.

5. This reflects the contribution by MW1 LLC to its wholly owned subsidary, Purchaser, of the shares received by MW1 LLC in the transfer described in note 4 above. As of immediately after this transaction, all of the shares referenced in Column 5 were held by Purchaser.

6. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

7. Upon the merger of Purchaser with and into the Issuer, with the Issuer continuing as the surviving corporation ("Surviving Corporation") of the merger, (i) 2,794,224 shares of the common stock of the Issuer were automatically converted into the right to receive $0.36 per share in cash, without interest, (ii) each share of the common stock of the Issuer held by Purchaser immediately prior to the merger was canceled and (iii) each share of the common stock of Purchaser was converted into one share of common stock of the Surviving Corporation. Accordingly, immediately following the merger, MW1 LLC held all 100 shares of the common stock of the Surviving Corporation.

Remarks:

Each of the Reporting Persons is also filing as a member of a 13(d) group owning more than 10%.

	/s/ Charles M. B. Goldman, Management Committee Director of sole general partner on behalf of Mill Road Capital, L.P.	06/12/2009
	/s/ Charles M. B. Goldman, Management Committee Director on behalf of Mill Road Capital GP LLC	06/12/2009
	/s/ Charles M. B. Goldman on behalf of Thomas E. Lynch, by power-of-attorney	06/12/2009
	/s/ Charles M. B. Goldman	06/12/2009
	/s/ Charles M. B. Goldman on behalf of Scott P. Scharfman, by power-of-attorney	06/12/2009
	/s/ Justin Jacobs, President on behalf of Andromeda Acquisition Corp.	06/12/2009
	/s/ Justin Jacobs, Director on behalf of MW1 LLC	06/12/2009
	/s/ Justin Jacobs	06/12/2009
	/s/ Richard Antonelli	06/12/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.