Sec Form 4 Filing - MCQUEEN CORY J @ NUTRACEUTICAL INTERNATIONAL CORP - 2017-08-23

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 MCQUEEN CORY J 2. Issuer Name and Ticker or Trading Symbol NUTRACEUTICAL INTERNATIONAL CORP [ NUTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President and CFO (Last) (First) (Middle) C/O NUTRACEUTICAL INTERNATIONAL CORP, 1400 KEARNS BLVD 2ND FL. 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2017 (Street) PARK CITY, UT84060 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 08/07/2017 G V 3,866 D $ 0 25,054.9104 D Common Stock 08/23/2017 D 25,054.9104 D 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 Performance Stock Unit (PSU) ( 2 ) 08/23/2017 D 12,600 ( 2 )( 3 ) 09/30/2019 Common Stock 12,600 $ 41.8 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCQUEEN CORY J C/O NUTRACEUTICAL INTERNATIONAL CORP 1400 KEARNS BLVD 2ND FL. PARK CITY, UT84060 Vice President and CFO Signatures /s/ Alison Pitt, attorney in fact 08/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 21, 2017, by and among Nutraceutical International Corporation (the "Company"), Nutrition Parent, LLC ("Parent") and Nutrition Sub, Inc. ("Merger Sub"), at the effective time of the merger (the "Effective Time") of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of Parent, each share of the Company's common stock, par value $0.01 per share (the "Common Stock"), owned by the reporting person was converted into the right to receive $41.80 in cash without interest (the "Merger Consideration"). ( 2 )Each performance stock unit ("PSU") represented the right to receive Common Stock, subject to certain performance measures. Such PSUs had a three-year performance period, commencing on October 1, 2016 and ending on September 30, 2019. ( 3 )Pursuant to the Merger Agreement, at the Effective Time, each PSU was cancelled and converted automatically into the right to receive a cash payment, without interest, equal in value to the per share price multiplied by the aggregate number of shares of Common Stock subject to such PSU (assuming the maximum level of performance achievable under the terms of the PSUs, which is 210%)(the "PSU cash payment"). The PSU cash payment will be made in two installments as follows: (i) at the Effective Time, an amount equal to 50% of the PSU cash payment and (ii) the remaining amount of the PSU cash payment will become payable on the earlier of (I) the one-year anniversary of the effective time of the Merger, subject to the continued employment of such holder and (II) the termination of such holder's employment (A) by the Company without cause (and other than due to death or disability) or (B)by such holder for good reason.

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