Sec Form 4 Filing - Spinell Gary Michael @ MANNATECH INC - 2010-08-13

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Spinell Gary Michael 2. Issuer Name and Ticker or Trading Symbol MANNATECH INC [ MTEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr VP Finance & Admin (Last) (First) (Middle) 600 S ROYAL LN #200 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2010 (Street) COPPELL, TX75019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Right to Purchase Common Stock $ 11.21 08/13/2010 D 20,000 ( 1 ) 06/11/2016 Common Stock, Par Value $0.0001 per share 20,000 $ 0 ( 3 ) 14,000 D Right to Purchase Common Stock $ 7.31 08/13/2010 D 3,000 ( 2 ) 09/05/2017 Common Stock, Par Value $0.0001 per share 3,000 $ 0 ( 4 ) 11,000 D Right to Purchase Common Stock $ 2.46 08/16/2010 A 10,190 ( 5 ) 08/15/2020 Common Stock, Par Value $0.0001 per share 10,190 $ 0 21,190 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spinell Gary Michael 600 S ROYAL LN #200 COPPELL, TX75019 Sr VP Finance & Admin Signatures /s/ Stephen D. Fenstermacher, Co-CEO and CFO, by Power of Attorney 08/17/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option provided for vesting in three equal annual installments beginning June 12, 2007. ( 2 )The option provided for vesting in three equal annual installments beginning September 6, 2008. ( 3 )On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 20,000 shares of Mannatech common stock granted to the reporting person on June 12, 2006. In exchange, the reporting person received a replacement option, for 8,470 shares, having an exercise price of $2.46 a share. ( 4 )On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 3,000 shares of Mannatech common stock granted to the reporting person on September 6, 2007. In exchange, the reporting person received a replacement option, for 1,720 shares, having an exercise price of $2.46 a share. ( 5 )The option vests in three equal annual installments beginning August 16, 2011.

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).

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