Sec Form 4 Filing - SAUNDERS STEVEN @ NUTRACEA - 2012-01-18

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 SAUNDERS STEVEN 2. Issuer Name and Ticker or Trading Symbol NUTRACEA [ NTRZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) 6720 N SCOTTSDALE ROAD, SUITE 390 3. Date of Earliest Transaction (MM/DD/YY) 01/18/2012 (Street) SCOTTSDALE, AZ85253 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 01/18/2012 A 809,648 A 2,445,950 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 $ 0.3 01/18/2012 H 38,399 ( 2 ) 09/23/2012 common stock 38,399 ( 1 ) 0 D Stock Option, right to buy $ 1.49 01/18/2012 H 100,000 ( 2 ) 01/08/2013 common stock 100,000 ( 1 ) 0 D Stock Option, right to buy $ 0.86 01/18/2012 H 35,000 ( 2 ) 06/10/2013 common stock 35,000 ( 1 ) 0 D Stock Option, right to buy $ 0.3 01/18/2012 H 38,399 ( 2 ) 09/23/2013 common stock 38,399 ( 1 ) 0 D Stock Option, right to buy $ 0.22 01/18/2012 H 65,000 ( 2 ) 08/14/2014 common stock 65,000 ( 1 ) 0 D Stock Option, right to buy $ 0.3 01/18/2012 H 38,399 ( 2 ) 10/18/2014 common stock 38,399 ( 1 ) 0 D Stock Option, right to buy $ 0.2 01/18/2012 H 15,000 ( 2 ) 10/19/2014 common stock 15,000 ( 1 ) 0 D Stock Option, right to buy $ 0.2 01/18/2012 H 16,000 ( 2 ) 01/08/2015 common stock 16,000 ( 1 ) 0 D Stock Option, right to buy $ 0.3 01/18/2012 H 38,399 ( 2 ) 03/31/2015 common stock 38,399 ( 1 ) 0 D Stock Option, right to buy $ 1.14 01/18/2012 H 35,000 ( 2 ) 05/23/2016 common stock 35,000 ( 1 ) 0 D Stock Option, right to buy $ 3.83 01/18/2012 H 35,000 ( 2 ) 06/19/2017 common stock 35,000 ( 1 ) 0 D Stock Option, right to buy $ 0.2 01/18/2012 H 250,000 ( 2 ) 01/01/2020 common stcok 250,000 ( 1 ) 0 D Stock Option, right to buy $ 0.2 01/18/2012 H 187,500 ( 2 ) 07/07/2020 common stock 187,500 ( 1 ) 0 D Stock Option, right to buy $ 0.2 01/18/2012 H 250,000 ( 2 ) 01/01/2021 common stock 250,000 ( 1 ) 0 D Stock Option, right to buy $ 0.2 01/18/2012 H 62,500 ( 3 ) 07/07/2020 common stock 62,500 ( 1 ) 0 D Stock Option, right to buy $ 0.2 01/18/2012 H 250,000 ( 3 ) 01/03/2022 common stock 250,000 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SAUNDERS STEVEN 6720 N SCOTTSDALE ROAD SUITE 390 SCOTTSDALE, AZ85253 Former Director Signatures J Dale Belt, by power of attorney 01/20/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common stock issued in exchange for cancellation of all stock options. ( 2 )Stock options were vested and exercisable as of 01/18/12, as to underlying shares in column 7. ( 3 )Stock options were not vested and not exercisable as of 01/18/12, as to underlying shares in column 7.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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