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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(Print or Type Responses)
1. Name and Address of Reporting Person *
ZIDE STEPHEN M
   2. Issuer Name and Ticker or Trading Symbol
Innophos Holdings, Inc. [IPHS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O BAIN CAPITAL PARTNERS, LLC, 111 HUNTINGTON AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
06/10/2008
(Street)

BOSTON, MA 02199		 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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $0.001 06/10/2008   S   3,306,346 D $ 26.125 6,088,039 I See Footnotes (1) (2) (3) (4) (5) (6)
Common Stock, Par Value $0.001 06/10/2008   S   600,000 D $ 26.125 5,488,039 I See Footnotes (1) (2) (3) (4) (5) (6)

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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 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
ZIDE STEPHEN M
C/O BAIN CAPITAL PARTNERS, LLC
111 HUNTINGTON AVENUE
BOSTON, MA 02199		   X   X    

Signatures

 /s/ Stephen M. Zide   06/12/2008
**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) Mr. Zide is a Managing Director of Bain Capital Investors, LLC ("BCI"). Because 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"), Mr. Zide may be deemed to share voting and dipositive power with respect to the shares of Common Stock held by Fund VII. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 6/10/2008, Fund VII sold 1,471,166 shares of Common Stock in a registered public secondary offering (the "Offering") and an additional 256,112 shares of Common Stock in connection with an overallotment option related to the Offering (the "Overallotment Option"). Following such sales, Fund VII held 2,342,589 shares of Common Stock.
(2) Because 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"), Mr. Zide may be deemed to share voting and dispositive power with the respect to the shares of Common Stock held by Fund VIII. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 6/10/2008, Fund VIII sold 1,603,388 shares of Common Stock in the Offering and an additional 288,819 shares of Common Stock in connection with the Overallotment Option. Following such sales, Fund VIII held 2,641,743 shares of Common Stock.
(3) Because 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"), Mr. Zide may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III LLC. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 6/10/2008, BCIP III LLC sold 177,582 shares of Common Stock in the Offering and an additional 46,063 shares of Common Stock in connection with the Overallotment Option. Following such sales, BCIP III LLC held 421,330 shares of Common Stock.
(4) Because 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"), Mr. Zide may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP T III LLC. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 6/10/2008, BCIP T III LLC sold 32,758 shares of Common Stock in the Offering and an additional 4,914 shares of Common Stock in connection with the Overallotment Option. Following such sales, BCIP T III LLC held 44,944 shares of Common Stock.
(5) Because 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"), Mr. Zide may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP III-B LLC. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 6/10/2008, BCIP III-B LLC sold 15,164 shares of Common Stock in the Offering and an additional 3,149 shares of Common Stock in connection with the Overallotment Option. Following such sales, BCIP III-B LLC held 28,806 shares of Common Stock.
(6) Because 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"), Mr. Zide may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP T III-B LLC. Mr. Zide disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On 6/10/2008, BCIP T III-B LLC sold 6,288 shares of Common Stock in the Offering and an additional 943 shares of Common Stock in connection with the Overallotment Option. Following such sales, BCIP T III-B LLC held 8,627 shares of Common Stock.

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