ProPhase Labs, Inc. — Director's Dealing 2012

Sep 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ProPhase Labs, Inc. (PRPH)
CIK: 0000868278
Period of Report: 2012-09-04

Reporting Person: QUIGLEY GUY J (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-04	Option (obligation to sell)	$1.40	S	1	Disposed		Common Stock, $.0005 par value per share (1453427)	Direct

Footnotes

F1: On September 4, 2012, the Reporting Person entered into a Stock Option Agreement with Matrixx Initiatives, Inc. ("Matrixx") pursuant to which the Reporting Person sold to Matrixx an option (the "Option") to acquire 1,453,427 shares of Common Stock owned by the Reporting Person, representing approximately 9.8% of the Issuer's outstanding shares of Common Stock (the "Option Shares"), for an exercise price of $1.40 per share or $2,034,797.80 in the aggregate (the "Option Price"), pursuant to the terms and conditions contained therein.

F2: The Option expires on the earliest to occur of (i) Matrixx's failure to deliver written notice to Mr. Quigley of its intent to exercise the Option within thirty (30) calendar days after the date of the Stock Option Agreement, (ii) Matrixx's failure to pay the Option Price and (iii) the date that is three (3) years from the date of the Stock Option Agreement (the "Expiration Date").

F3: The Option may be exercised in whole, but not in part, by Matrixx at any time prior to the Expiration Date.