Sec Form 4 Filing - BFI Co., LLC @ PHIBRO ANIMAL HEALTH CORP - 2014-08-01

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 BFI Co., LLC 2. Issuer Name and Ticker or Trading Symbol PHIBRO ANIMAL HEALTH CORP [ PAHC] 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) 300 FRANK W. BURR BLVD., STE 21 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2014 (Street) TEANECK, NJ07666-6712 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 Class B Common Stock 08/01/2014 X 386,750 A $ 11.83 21,735,350 D Class B Common Stock 08/01/2014 S( 1 ) 223,075 D $ 20.51 21,512,275 D

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 Warrant to purchase Class B Common Stock $ 11.83 08/01/2014 X 386,750 01/29/2009 08/01/2014 Class B Common Stock 386,750 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BFI Co., LLC 300 FRANK W. BURR BLVD., STE 21 TEANECK, NJ07666-6712 X Signatures /s/ Thomas G. Dagger as Attorney-in-Fact for BFI Co., LLC 08/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Common Stock Purchase Warrant held by BFI Co., LLC, the warrant to purchase 386,750 shares of Class B Common Stock is automatically exercised on August 1, 2014, at an exercise price of $11.83 per share of Class B Common Stock. BFI Co., LLC paid the exercise price on a cashless basis, resulting in the issuer withholding 223,075 shares of Class B Common Stock to pay the exercise price and issuing to the reporting person the remaining 163,675 shares of Class B Common Stock. The issuer also paid $15.75 in lieu of a fractional share.

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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