X0202 4 2008-06-02 0 0000821616 BENTLEY PHARMACEUTICALS INC BNT 0001031294 MCGOVERN MICHAEL PO BOX 420528 ATLANTA GA 30342 1 0 1 1 Vice Chairman Common Stock, $0.02 par value 2008-06-02 4 M 0 8000 0 A 2575228 D Common Stock, $0.02 par value 100000 I Shares owned by spouse Restricted Stock Units 0 2008-06-02 4 M 0 8000 0 D Common Stock, $0.02 par value 8000 0 D Restricted stock units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. The units vested in four equal installments on 7/31/2007, 10/31/2007, 1/31/2008 and 4/30/2008 and the shares were issued to the reporting person on June 2, 2008. As previously reported, the shares were issuable upon the earlier of (i) June 2, 2008 or (ii) the date the reporting person ceases to serve as a Director of the Company. Mr. McGovern provided his spouse a bona fide gift of 100,000 shares of Bentley Pharmaceuticals, Inc Common Stock on 12/7/2006. Michael McGovern 2008-06-10