Sec Form 4 Filing - PETERS WILLIAM J @ HI TECH PHARMACAL CO INC - 2012-07-16

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 PETERS WILLIAM J 2. Issuer Name and Ticker or Trading Symbol HI TECH PHARMACAL CO INC [ HITK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP and Chief Financial Officer (Last) (First) (Middle) C/O HI-TECH PHARMACAL CO., INC., 369 BAYVIEW AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2012 (Street) AMITYVILLE, NY11701 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 07/16/2012 M( 1 ) 4,983 A $ 19.95 4,983 D Common Stock 07/16/2012 S( 1 ) 4,983 D $ 32 0 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 Stock Option (Right to Buy) ( 2 ) $ 19.95 07/16/2012 M( 1 ) 4,983 09/08/2004( 4 ) 09/08/2013 Common Stock 4,983 $ 0 0 D Stock Option (Right to Buy) ( 3 ) $ 32.59 07/16/2012 A 30,000 07/16/2013( 4 ) 07/16/2022 Common Stock 30,000 $ 0 30,000 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PETERS WILLIAM J C/O HI-TECH PHARMACAL CO., INC. 369 BAYVIEW AVENUE AMITYVILLE, NY11701 VP and Chief Financial Officer Signatures William J. Peters 07/18/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option exercise and open market sale were made pursuant to a 10b5-1 trading plan adopted by the filer in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. ( 2 )Stock Option granted under Hi-Tech Pharmacal Co., Inc.'s Amended and Restated Stock Option Plan, which is a Rule 16b-3 Plan. ( 3 )Stock Option granted under Hi-Tech Pharmacal Co., Inc.'s 2009 Stock Option Plan, which is a Rule 16b-3 Plan. ( 4 )The option became or becomes exercisable in four (4) equal annual installments beginning on the first anniversary of the grant date. ( 5 )Other than the option to acquire 30,000 shares reflected on this form as acquired by the filer as a result of the option grant, the filer is also the holder of additional options to acquire 123,750 shares of Hi-Tech Common Stock (for aggregate options to acquire a total of 153,750 shares of Common Stock), which options were granted on various dates, with varying exercise prices and exercisable and expiration dates.

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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