Sec Form 4 Filing - BAIN CAPITAL INVESTORS LLC @ Innophos Holdings, Inc. - 2009-05-06

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 BAIN CAPITAL INVESTORS LLC 2. Issuer Name and Ticker or Trading Symbol Innophos Holdings, Inc. [ IPHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 111 HUNTINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/06/2009 (Street) BOSTON, MA02199 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 $0.001 05/06/2009 S 3,453,991 D $ 18.72 34,048 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) Common Stock, Par Value $0.001 05/07/2009 S 34,048 D $ 14.84 0 I See Footnotes ( 4 ) ( 6 )

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 Share s

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAIN CAPITAL INVESTORS LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP T Associates III, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP Trust Associates III 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP T Associates III-B, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP Trust Associates III-B 111 HUNTINGTON AVENUE BOSTON, MA02199 X Signatures /s/ Bain Capital Investors, LLC by Stephen M. Zide, Managing Director 05/08/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the sole general partner of Bain Capital Fund VII, L.P., which is the sole member of Bain Capital Fund VII, LLC ("Fund VII"). As a result, BCI may be deemed to share voting and dipositive power with respect to the shares of Common Stock held by Fund VII. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 05/06/2009, Fund VII distributed 1,488,883 shares of Common Stock to one or members or partners. Following such distribution, Fund VII held zero shares of Common Stock. ( 2 )BCI is also the sole general partner of Bain Capital Partners VIII, L.P. ("BCP VIII"), which is the sole general partner of Bain Capital Fund VIII, L.P., which is the sole member of Bain Capital Fund VIII, LLC ("Fund VIII"). As a result, BCI may be deemed to share voting and dispositive power with the respect to the shares of Common Stock held by Fund VIII. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 05/06/2009, Fund VIII distributed 1,679,015 shares of Common Stock to one or members or partners. Following such distribution, Fund VIII held zero shares of Common Stock. ( 3 )BCI is also the managing partner of BCIP Associates III, which is the manager and sole member of BCIP Associates III, LLC ("BCIP III LLC"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 05/06/2009, BCIP III LLC distributed 267,785 shares of Common Stock to one or more members or partners. Following such distribution, BCIP III LLC held zero shares of Common Stock. ( 4 )BCI is also the managing partner of BCIP Trust Associates III, which is the manager and sole member of BCIP T Associates III, LLC ("BCIP T III LLC"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP T III LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 05/07/2009, BCIP T III LLC sold 28,565 shares of Common Stock. Following such sales, BCIP T III LLC held zero shares of Common Stock. ( 5 )BCI is also the managing partner of BCIP Associates III-B, which is the manager and sole member of BCIP Associates III-B, LLC ("BCIP III-B LLC"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III-B LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 05/06/2009, BCIP III-B LLC distributed 18,308 shares of Common Stock to one or members or partners. Following such distribuion, BCIP III-B LLC held zero shares of Common Stock. ( 6 )BCI is also the managing partner of BCIP Trust Associates III-B, which is the manager and sole member of BCIP T Associates III-B, LLC ("BCIP T III-B LLC"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP T III-B LLC. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On 05/07/2009, BCIP T III-B LLC sold 5,483 shares of Common Stock. Following such sales, BCIP T III-B LLC LLC held zero shares of Common Stock.

Remarks: Form 2 of 2

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