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: FENSTERMACHER STEPHEN D (Co-CEO/CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-13	Right to Purchase Common Stock	$7.31	D	6000	Disposed	2017-09-05	Common Stock, Par Value $0.0001 per share (6000)	Direct
2010-08-13	Right to Purchase Common Stock	$6.39	D	6000	Disposed	2018-02-21	Common Stock, Par Value $0.0001 per share (6000)	Direct
2010-08-13	Right to Purchase Common Stock	$3.53	D	75000	Disposed	2019-02-17	Common Stock, Par Value $0.0001 per share (75000)	Direct
2010-08-13	Right to Purchase Common Stock	$3.10	D	75000	Disposed	2019-12-21	Common Stock, Par Value $0.0001 per share (75000)	Direct
2010-08-13	Right to Purchase Common Stock	$2.69	D	50000	Disposed	2011-10-31	Common Stock, Par Value $0.0001 per share (50000)	Direct
2010-08-13	Right to Purchase Common Stock	$2.63	D	50000	Disposed	2010-08-22	Common Stock, Par Value $0.0001 per share (50000)	Direct
2010-08-13	Right to Purchase Common Stock	$2.50	D	10000	Disposed	2018-11-19	Common Stock, Par Value $0.0001 per share (10000)	Direct
2010-08-16	Right to Purchase Common Stock	$2.46	A	191816	Acquired	2020-08-15	Common Stock, Par Value $0.0001 per share (191816)	Direct

Footnotes

F1: The option provided for vesting in three equal annual installments beginning September 6, 2008.

F2: The option provided for vesting in three equal annual installments beginning February 22, 2009.

F3: The option provided for vesting in three equal annual installments beginning February 18, 2010.

F4: Options Vest 1/3 immediately, 1/3 on December 22, 2010, and 1/3 December 22, 2011.

F5: The option provided for vesting in three equal annual installments beginning November 1, 2002.

F6: The option provided for vesting in three equal annual installments beginning August 23, 2001.

F7: The option provided for vesting in three equal annual installments beginning November 20, 2009.

F8: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 6,000 shares of Mannatech common stock granted to the reporting person on September 6, 2007. In exchange, the reporting person received a replacement option, for 3,440 shares, having an exercise price of $2.46 a share.

F9: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 6,000 shares of Mannatech common stock granted to the reporting person on February 22, 2008. In exchange, the reporting person received a replacement option, for 3,745 shares, having an exercise price of $2.46 a share.

F10: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 75,000 shares of Mannatech common stock granted to the reporting person on February 18, 2009. In exchange, the reporting person received a replacement option, for 64,432 shares, having an exercise price of $2.46 a share.

F11: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 75,000 shares of Mannatech common stock granted to the reporting person on December 22, 2009. In exchange, the reporting person received a replacement option, for 68,306 shares, having an exercise price of $2.46 a share.

F12: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 50,000 shares of Mannatech common stock granted to the reporting person on November 1, 2001. In exchange, the reporting person received a replacement option, for 23,752 shares, having an exercise price of $2.46 a share.

F13: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 50,000 shares of Mannatech common stock granted to the reporting person on August 23, 2000. In exchange, the reporting person received a replacement option, for 18,181 shares, having an exercise price of $2.46 a share.

F14: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 10,000 shares of Mannatech common stock granted to the reporting person on November 20, 2008. In exchange, the reporting person received a replacement option, for 9,960 shares, having an exercise price of $2.46 a share.

F15: The option vests in three equal annual installments beginning August 16, 2011.