MANNATECH INC — Director's Dealing 2010

Aug 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANNATECH INC (MTEX)
CIK: 0001056358
Period of Report: 2010-08-13

Reporting Person: KENNEDY ALAN D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-13	Right to Purchase Common Stock	$20.64	D	2000	Disposed	2015-04-06	Common Stock, Par Value $0.0001 per share (2000)	Direct
2010-08-13	Right to Purchase Common Stock	$17.05	D	8026	Disposed	2015-07-14	Common Stock, Par Value $0.0001 per share (8026)	Direct
2010-08-13	Right to Purchase Common Stock	$17.05	D	2141	Disposed	2015-07-14	Common Stock, Par Value $0.0001 per share (2141)	Direct
2010-08-13	Right to Purchase Common Stock	$15.60	D	8000	Disposed	2017-02-19	Common Stock, Par Value $0.0001 per share (8000)	Direct
2010-08-13	Right to Purchase Common Stock	$6.03	D	28300	Disposed	2018-06-18	Common Stock, Par Value $0.0001 per share (28300)	Direct
2010-08-16	Right to Purchase Common Stock	$2.46	A	24417	Acquired	2020-08-15	Common Stock, Par Value $0.0001 per share (24417)	Direct

Footnotes

F1: The option provided for immediate vesting on July 15, 2005.

F2: Options Vest 1/3 immediately, 1/3 on every year thereafter for 2 years.

F3: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 2,000 shares of Mannatech common stock granted to the reporting person on April 7, 2005. In exchange, the reporting person received a replacement option, for 500 shares, having an exercise price of $2.46 a share.

F4: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 8,026 shares of Mannatech common stock granted to the reporting person on July 15, 2005. In exchange, the reporting person received a replacement option, for 2,399 shares, having an exercise price of $2.46 a share.

F5: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 2,141 shares of Mannatech common stock granted to the reporting person on July 15, 2005. In exchange, the reporting person received a replacement option, for 640 shares, having an exercise price of $2.46 a share.

F6: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 8,000 shares of Mannatech common stock granted to the reporting person on February 20, 2007. In exchange, the reporting person received a replacement option, for 2,585 shares, having an exercise price of $2.46 a share.

F7: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 28,300 shares of Mannatech common stock granted to the reporting person on June 19, 2008. In exchange, the reporting person received a replacement option, for 18,293 shares, having an exercise price of $2.46 a share.

F8: The option vests in three equal annual installments beginning August 16, 2011.