Sec Form 4 Filing - LEDOUX MARK A @ NATURAL ALTERNATIVES INTERNATIONAL INC - 2012-06-06

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 LEDOUX MARK A 2. Issuer Name and Ticker or Trading Symbol NATURAL ALTERNATIVES INTERNATIONAL INC [ NAII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO/Chairman (Last) (First) (Middle) 1185 LINDA VISTA DR 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2012 (Street) SAN MARCOS, CA92078 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 Common Stock 06/06/2012 S( 1 ) 10,000 D $ 6.74 ( 2 ) 185,037 D Common Stock 06/07/2012 G 2,000 D 183,037 D Common Stock 06/06/2012 S( 1 ) 20,000 D $ 6.74 ( 2 ) 557,851 I By LeDoux Family Limited Partnership Common Stock 41,416 I By IRA Common Stock 7,200 I By Self as Custodian for Marcelle Jeannette LeDoux Common Stock 800 I By Self as Custodian for Jean-Marc Emile LeDoux Common Stock 28,000 I By 401(K) Common Stock 36,677 I By Self as Trustee for the LeDoux Family Trust U/D/T December 21, 1992

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEDOUX MARK A 1185 LINDA VISTA DR SAN MARCOS, CA92078 X X CEO/Chairman Signatures /s/ Ken Wolf on behalf of Mr. LeDoux pursuant to a Power of Attorney 06/07/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction represents a repurchase of common stock by the Company in a private transaction. The repurchase was approved by the Audit Committee and the independent members of the Company's Board of Directors on May 25, 2012. ( 2 )The approval of the Company's Audit Committee and Board of Directors was conditioned on a purchase price equal to 90% of the closing price of the Company's common stock as reported by Nasdaq on June 1, 2012, which date represented the third day after the filing by the Company of a Current Report on Form 8-K reporting the approval of the repurchase. The closing price on June 1, 2012 as reported by Nasdaq was $7.49. ( 3 )This transaction represents a donation of the shares to a private institution.

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).

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