Sec Form 4 Filing - GTCR CO INVEST II LP @ Prestige Brands Holdings, Inc. - 2009-09-10

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 GTCR CO INVEST II LP 2. Issuer Name and Ticker or Trading Symbol Prestige Brands Holdings, Inc. [ PBH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See remarks below (Last) (First) (Middle) C/O GTCR GOLDER RAUNER, L.L.C., 300 N. LASALLE STREET, SUITE 5600 3. Date of Earliest Transaction (MM/DD/YY) 09/10/2009 (Street) CHICAGO, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.01 per share 09/10/2009 J( 1 ) 17,605 D $ 0 13,088 ( 2 ) D ( 3 )

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 GTCR CO INVEST II LP C/O GTCR GOLDER RAUNER, L.L.C. 300 N. LASALLE STREET, SUITE 5600 CHICAGO, IL60654 See remarks below GTCR GOLDER RAUNER II LLC C/O GTCR GOLDER RAUNER, L.L.C. 300 N. LASALLE STREET, SUITE 5600 CHICAGO, IL60654 See remarks below Signatures /s/ Dennis M. Myers under a Power of Attorney 09/14/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a pro rata distribution of such shares by GTCR Co-Invest II, L.P. ("Co-Invest II") to its partners, including 422 shares distributed to GTCR Golder Rauner II, L.L.C. ("GTCR II"). The distribution of shares from Co-Invest II to GTCR II was exempt from Section 16 of the Securities Exchange Act of 1934, as amended, promulgated by Rule 16a-13 thereunder. ( 2 )Does not include the 422 shares distributed to GTCR II, which are beneficially owned by GTCR II. ( 3 )Co-Invest II is the direct beneficial owner of the shares reported in Table I. GTCR II is the general partner of Co-Invest II. As such, GTCR II may be deemed to be beneficial owner of the 13,088 shares reported in Table I. GTCR II expressly disclaims beneficial ownership of the shares reported in Table I, except to the extent of its pecuniary interest therein. The filing of this form shall not be deemed an admission that GTCR II is, for Section 16 purposes or otherwise, the beneficial owner of such shares, except to the extent of its pecuniary interest therein.

Remarks: The Reporting Person may be deemed a director by virtue of a Co-Invest II member serving on the board of directors of Prestige Brands Holdings, Inc.

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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