Nutraceutical International Form 4 NUTRACEUTICAL INTERNATIONAL / STANLEY E SOPER ownership change

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

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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^*

SOPER STANLEY E

(Last) (First) (Middle)

C/O NUTRACEUTICAL INTERNATIONAL CORP

1400 KEARNS BLVD 2ND FL.

(Street)

PARK CITY UT 84060

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NUTRACEUTICAL INTERNATIONAL CORP [ NUTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Legal Affairs

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	07/07/2016		G(1)		170.641	D	$0	1,427.99	D
Common Stock	07/07/2016		A(1)		170.641	A	$0	19,245.131	I	By Trust(2)
Common Stock	07/07/2016		A(3)		86.225	A	$23.195	19,331.356	I	By Trust(2)

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

Explanation of Responses:

1. Transfer of shares from direct ownership to indirect ownership by trust.

2. These shares are held in The Soper Family Trust (the "Trust"), a revocable trust, which reporting person and reporting person's wife are trustees and who with their children are beneficiaries of the Trust. These shares are held in the Trust for the benefit of reporting person and reporting person's wife and children. The reporting person and reporting person's wife are trustees of the Trust. The reporting person may be deemed to have an indirect pecuniary interest in the shares owned by the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purposes.

3. The purchase reported in this Form 4 was effected pursuant to an enrollment plan under the issuer's Stock Purchase Plan for Employees, Stakeholders and Shareholders adopted by the reporting person on May 13, 2016.

	/s/ Alison Pitt, attorney in fact	07/08/2016
	** 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.
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