Edgar Filing: PHIBRO ANIMAL HEALTH CORP

Ownership Submission

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 OF SECURITIES

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Mayflower L.P.

2. Issuer Name and Ticker or Trading Symbol
PHIBRO ANIMAL HEALTH CORP [PAHC]

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)

22 GRENVILLE STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2014

(Street)

ST. HELIER, Y9 JE4 8PX

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Class A Common Stock	11/17/2014		S		47,451	D	⁽¹⁾	2,738,302	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	11/18/2014		S		64,397	D	⁽²⁾	2,673,905	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	11/19/2014		S		56,535	D	⁽³⁾	2,617,370	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	11/20/2014		S		40,397	D	⁽⁴⁾	2,576,973	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	11/21/2014		S		77,769	D	⁽⁵⁾	2,499,204	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	11/24/2014		S		25,589	D	⁽⁶⁾	2,473,615	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	11/25/2014		S		22,882	D	⁽⁷⁾	2,450,733	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	11/26/2014		S		50,000	D	⁽⁸⁾	2,400,733	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	11/28/2014		S		23,892	D	⁽⁹⁾	2,376,841	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	12/01/2014		S		114,514	D	⁽¹⁰⁾	2,262,327	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	12/02/2014		S		86,425	D	⁽¹¹⁾	2,175,902	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	12/03/2014		S		59,415	D	⁽¹²⁾	2,116,487	I	See Footnote ⁽¹⁴⁾
Class A Common Stock	12/04/2014		S		18,095	D	⁽¹³⁾	2,098,392	I	See Footnote ⁽¹⁴⁾

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mayflower L.P. 22 GRENVILLE STREET ST. HELIER, Y9 JE4 8PX		X

Signatures

/s/ Alastair Richardson, authorized signatory for 3i Investments plc, acting as manager of Mayflower LP		12/10/2014
^**Signature of Reporting Person		Date
/s/ Alastair Richardson, authorized signatory for 3i Investments plc		12/10/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares were sold in multiple transactions at a weighted average price of $31.16 per share. The reporting persons undertake to provide the Phibro Animal Health Corp (the "Issuer"), any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(2)	Shares were sold in multiple transactions at a weighted average price of $31.18 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(3)	Shares were sold in multiple transactions at a weighted average price of $30.82 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(4)	Shares were sold in multiple transactions at a weighted average price of $30.75 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(5)	Shares were sold in multiple transactions at a weighted average price of $30.95 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(6)	Shares were sold in multiple transactions at a weighted average price of $30.63 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(7)	Shares were sold in multiple transactions at a weighted average price of $30.57 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(8)	Shares were sold in multiple transactions at a weighted average price of $30.17 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(9)	Shares were sold in multiple transactions at a weighted average price of $30.62 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(10)	Shares were sold in multiple transactions at a weighted average price of $30.75 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(11)	Shares were sold in multiple transactions at a weighted average price of $30.53 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(12)	Shares were sold in multiple transactions at a weighted average price of $31.34 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(13)	Shares were sold in multiple transactions at a weighted average price of $31.31 per share. The reporting persons undertake to provide the Issuer, any security holder of the Issuer or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(14)	Shares are directly held by Mayflower LP ("Mayflower"). Investment and divestment decisions with respect to the shares held by Mayflower are made by the investment committee of 3i Investments plc, which is the manager of Mayflower. 3i Investments plc is an indirect wholly owned subsidiary of 3i Group plc, a public company listed on the London Stock Exchange. 3i Investments plc is advised by 3i Corporation, which is also an indirect wholly owned subsidiary of 3i Group plc.

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