Edgar Filing: PHIBRO ANIMAL HEALTH CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Johnson Richard G

2. Issuer Name and Ticker or Trading Symbol
PHIBRO ANIMAL HEALTH CORP [PAHC]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Financial Officer

(Last)

(First)

(Middle)

300 FRANK W. BURR BLVD., STE 21

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2014

(Street)

TEANECK, NJ 07666-6712

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to purchase Common Stock ⁽¹⁾

$ 5.23

04/14/2014

J⁽²⁾

150,000

03/01/2012

02/28/2019

Common Stock

150,000

⁽²⁾

Option to purchase Common Stock ⁽¹⁾

$ 5.23

04/14/2014

J⁽²⁾

75,000

03/01/2013

02/28/2019

Common Stock

75,000

⁽²⁾

Option to purchase Common Stock ⁽¹⁾

$ 5.23

04/14/2014

J⁽²⁾

75,000

03/01/2014

02/28/2019

Common Stock

75,000

⁽²⁾

Option to purchase Class A Common Stock ⁽¹⁾

$ 11.83

04/14/2014

J⁽²⁾

66,300

03/01/2012

02/28/2019

Class A Common Stock

66,300

⁽²⁾

66,300

Option to purchase Class A Common Stock ⁽¹⁾

$ 11.83

04/14/2014

J⁽²⁾

33,150

03/01/2013

02/28/2019

Class A Common Stock

33,150

⁽²⁾

33,150

Option to purchase Class A Common Stock ⁽¹⁾

$ 11.83

04/14/2014

J⁽²⁾

33,150

03/01/2014

02/28/2019

Class A Common Stock

33,150

⁽²⁾

33,150

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Johnson Richard G 300 FRANK W. BURR BLVD., STE 21 TEANECK, NJ 07666-6712			Chief Financial Officer

Signatures

/s/ Thomas G. Dagger as Attorney-in-Fact for Richard G. Johnson		04/16/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person has not consummated any transaction in the derivative security reported on this line. The information on this line is included for informational purposes because the reclassification affects the securities underlying the derivative security reported on this line.
(2)	Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed with the Secretary of State of Delaware on April 14, 2014, each share of Common Stock was reclassified as and converted into 0.442 shares of a single class of Class A Common Stock, resulting in an exempt disposition to the Issuer pursuant to Rule 16b-3(e) and Rule 16b-7(a)(2), and a corresponding exempt acquisition from the Issuer pursuant to Rule 16b-3(d) and Rule 16b-7(a)(1), in each case, as promulgated under the Securities Exchange Act of 1934.

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