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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mill Road Capital, L.P. 		2. Issuer Name and Ticker or Trading Symbol

PHYSICIANS FORMULA HOLDINGS, INC. [ FACE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

382 GREENWICH AVE, SUITE ONE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/21/2012
(Street)

GREENWICH, CT 06830
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/21/2012     M    17962   A $3.04   2534905   (1) (5) (6) D   (1) (5) (6)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Common Stock Warrant   $.25                    4/30/2010   4/30/2017   Common Stock   650000     650000   (2) (5) (6) D   (2) (5) (6)  
Nonqualified Stock Option   $3.04   11/21/2012     M         17962    4/29/2010   (3) 4/29/2020   Common Stock   17962   $0   7038   (4) (6) D   (4) (6)  

Explanation of Responses:
( 1)  Represents 17,962 shares held directly by Thomas E. Lynch a result of the option exercise reported herein and 2,516,943 shares held directly by Mill Road Capital, L.P. (the "Fund").
( 2)  This warrant is held directly by the Fund.
( 3)  The date indicated is this option's date of grant. 6,250 of the 25,000 shares initially subject to this option vested on the date of grant, with the remaining shares vesting in 48 equal monthly installments beginning on May 31, 2010.
( 4)  This option is held directly by Thomas E. Lynch, who is a director of the issuer.
( 5)  Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund with the power to vote (or direct the vote of), and to dispose (or direct the disposal of), as applicable, the shares and warrant reported herein as held directly by the Fund. Thomas E. Lynch and Scott P. Scharfman are Management Committee Directors of the GP with the power to vote (or direct the vote of), and to dispose (or direct the disposal of), as applicable, the shares and warrant reported herein as held directly by the Fund.
( 6)  Each of the Reporting Persons disclaims beneficial ownership of the shares, warrant and option reported herein, and the shares subject to the warrant or option reported herein, except to the extent of his or its pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mill Road Capital, L.P.
382 GREENWICH AVE
SUITE ONE
GREENWICH, CT 06830
X

Mill Road Capital GP LLC
382 GREENWICH AVE
SUITE ONE
GREENWICH, CT 06830
X

LYNCH THOMAS E
382 GREENWICH AVE
SUITE ONE
GREENWICH, CT 06830 		X X

Scharfman Scott
382 GREENWICH AVE
SUITE ONE
GREENWICH, CT 06830
X


Signatures
/s/ Charles M. B. Goldman, Management Committee Director of sole general partner on behalf of Mill Road Capital, L.P. 11/26/2012
** Signature of Reporting Person Date

/s/ Charles M. B. Goldman, Management Committee Director on behalf of Mill Road Capital GP LLC 11/26/2012
** Signature of Reporting Person Date

/s/ Charles M. B. Goldman on behalf of Thomas E. Lynch, by power of attorney 11/26/2012
** Signature of Reporting Person Date

/s/ Charles M. B. Goldman on behalf of Scott P. Scharfman, by power of attorney 11/26/2012
** 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 control number.
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