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Filing Details

Accession Number:: 0001140361-12-051586
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-12-17 19:24:32
Reporting Period:: 2012-12-15

Filing Date:: 2012-12-17
Accepted Time:: 2012-12-17 19:24:32
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1022368	Schiff Nutrition International Inc.	WNI	Wholesale-Groceries & Related Products (5140)	870563574

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 300 Fort Worth TX 76102	No	No	No	Yes
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2012-12-15	7,486,574	$42.00	0	No	4	S	Indirect	See Explanation of Responses
Class B Common Stock	Disposition	2012-12-15	7,486,574	$42.00	0	No	4	S	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Explanation of Responses
No	4	S	Indirect	See Explanation of Responses

Footnotes

David Bonderman and James G. Coulter are directors, officers and shareholders of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG STAR GenPar Advisors, LLC, a Delaware limited liability company ("TPG STAR Advisors").
TPG STAR Advisors is the general partner of TPG STAR GenPar, L.P., a Delaware limited partnership, which is the general partner of TPG STAR, L.P., a Delaware limited partnership, which is the sole manager and controlling member of TPG STAR SNI, L.P., a Delaware limited partnership ("TPG STAR SNI"), which held the shares of Class A Common Stock of Schiff Nutrition International, Inc. (the "Issuer") whose disposition is reported herein (the "Class A Common Shares").
Pursuant to a Stockholders Agreement entered into between TPG STAR SNI and Weider Health and Fitness ("Weider"), TPG STAR SNI and certain of its affiliates were deemed to have acquired shared voting power with Weider over the 7,486,574 shares of Class B Common Stock of the Issuer whose disposition by Weider is reported herein (the "Class B Common Shares" and, together with the Class A Common Shares, the "Shares").
Pursuant to the Support Agreement entered into by TPG STAR SNI, Reckitt Benckiser LLC ("Reckitt LLC") and Ascot Acquisition Corp. ("Ascot) and an offer by Reckitt LLC and Ascot to purchase for cash all of the Shares of the Issuer (the "Offer"), TPG STAR SNI tendered and did not withdraw all of its Class A Common Shares. Pursuant to a related Support Agreement and the Offer, Weider tendered and did not withdraw all of its Class B Common Shares. Upon completion of the Offer, TPG STAR SNI disposed of all of its Class A Common Shares, Weider disposed of all the Class B Common Shares and the Stockholders Agreement terminated. Following these transactions, TPG STAR SNI and its affiliates no longer hold over 10% of the Shares.
Because of the Reporting Persons' respective relationships to TPG STAR SNI, the Reporting Persons may have been deemed to have beneficially owned the Shares to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG STAR SNI. Each Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons have been, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Shares beneficially owned in excess of their respective pecuniary interests.