UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 15*)

 

Nutraceutical International Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

67060Y101

(CUSIP Number)

February 25, 1998

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this statement is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

1

Name of Reporting Person
Frank W. Gay II

I.R.S. Identification Nos. of Above Person (Entities Only):

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
731,533 (1)

 

6

Shared Voting Power
None

 

7

Sole Dispositive Power
731,533 (1)

 

8

Shared Dispositive Power
None

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
731,533 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row (9)
7.6% (1)

 

 

12

Type of Reporting Person (See Instructions)
IN

 

(1)                                 Reporting person indirectly owns 120 shares held by his wife, which she received by inheritance. Reporting person disclaims beneficial ownership of these shares.

 

(2)                                 All of the percentages calculated in this Schedule 13G are based upon an aggregate of 9,635,061 shares of common stock outstanding as of January 28, 2015.

 

2


 

Item 1(a)

Name of Issuer:
Nutraceutical International Corporation

Item 1(b)

Address of Issuer’s Principal Executive Offices:
1400 Kearns Boulevard, 2nd Floor

Park City, Utah 84060

 

Item 2(a)

Name of Person Filing:
Frank W. Gay II

Item 2(b)

Address:
1500 Kearns Boulevard, Suite B-200

Park City, Utah 84060

Item 2(c)

Citizenship:
United States of America

Item 2(d)

Title of Class of Securities:
Common Stock, par value $.01 per share

Item 2(e)

CUSIP No.:
67060Y101

 

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

3


 

Item 4

Ownership:

 

(a)

Amount beneficially owned:

731,533

 

(b)

Percent of class:

7.6%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:

731,533

 

 

(ii)

Shared power to vote or to direct the vote:

Not Applicable

 

 

(iii)

Sole power to dispose of to direct the disposition of:

731,533

 

 

(iv)

Shared power to dispose or to direct the disposition of:

Not Applicable

 

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ N/A ].

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

 

Not Applicable

 

Item 8

Identification and Classification of Members of the Group:

 

Not Applicable

 

Item 9

Notice of Dissolution of Group:

 

Not Applicable

 

4


 

Item 10

Certification:

 

Not Applicable

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

February 13, 2015

 

Date

 

 

 

/s/ Frank W. Gay II

 

Signature

 

 

 

Frank W. Gay II

 

Name

 

5

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