SEC Info - Sias Randall - ‘4’ for 12/16/05 re: Spectrum Organic Products Inc.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SIAS RANDALL

(Last)

(First)

(Middle)

C/O SPECTRUM ORGANIC PRODUCTS, INC.

5341 OLD REDWOOD HIGHWAY, SUITE 400

(Street)

PETALUMA

94954

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPECTRUM ORGANIC PRODUCTS INC [ SPOP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President - Operations

3. Date of Earliest Transaction (Month/Day/Year)
12/16/05

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$0.97	12/16/05		H ⁽¹⁾			25,000	1/28/08	1/28/14	Common Stock	25,000	$0	0	D
Incentive Stock Option (right to buy)	$0.85	12/16/05		H ⁽¹⁾			15,000	3/24/08	3/24/14	Common Stock	15,000	$0	0	D
Incentive Stock Option (right to buy)	$0.51	12/16/05		C ⁽²⁾			50,000	12/16/05 ⁽³⁾	3/3/15	Common Stock	50,000	$0	0	D

Explanation of Responses:

(1) Under the terms of the Agreement & Plan of Merger entered into on August 23, 2005 between the Company and The Hain Celestial Group, Inc., these options expired worthless immediately preceding the change in control.

(2) Converted into the right to receive the excess of the Merger Consideration, under the terms of the Agreement and Plan of Merger between the Company and The Hain Celestial Group, Inc., of $0.3485 per share in cash plus the equivalent of $0.355 per share in restricted common shares of Hain over the exercise price of the stock option, in the same proportion of cash and Hain restricted shares as that paid to shareholders.

(3) Under the Company's Amended 1995 Stock Option Plan, all unexercised outstanding stock options become exercisable upon a change in control, as defined in the Plan.

	/s/ Randall H. Sias	12/16/05
	** Signature of Reporting Person	Date
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
C	Conversion of derivative security.
H	Expiration (or cancellation) of long derivative position with value received.

Sias Randall – ‘4’ for 12/16/05 re: Spectrum Organic Products Inc.

On: Tuesday, 12/20/05, at 12:52pm ET · For: 12/16/05 · As: Officer · Accession #: 1050502-5-669 · File #: 0-22231

Previous ‘4’: ‘4’ on 3/7/05 for 3/3/05 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Sias Randall – ‘4’ for 12/16/05 re: Spectrum Organic Products Inc.

On: Tuesday, 12/20/05, at 12:52pm ET · For: 12/16/05 · As: Officer · Accession #: 1050502-5-669 · File #: 0-22231

Previous ‘4’: ‘4’ on 3/7/05 for 3/3/05 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents