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 *
SHORT W. JOHN
  2. Issuer Name and Ticker or Trading Symbol
NUTRACEA [NTRZ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
6720 N SCOTTSDALE RD, STE 390
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2012
(Street)

SCOTTSDALE, AZ 85253
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

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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
10% Secured Convertible Promissory Note Due 2015 (1) $ 0.1 07/31/2012   D     $ 25,000 01/18/2012 01/18/2015 Common Stock 250,000 $ 0 $ 0 D  
10% Secured Convertible Promissory Note Due 2015 (1) (3) $ 0.07 07/31/2012   A   $ 25,000   01/18/2012 07/31/2015 Common Stock 357,143 $ 0 $ 25,000 D  
Common Stock Warrant, right to buy (2) $ 0.12 07/31/2012   D     250,000 01/18/2012 01/18/2017 Common Stock 250,000 $ 0 0 D  
Common Stock Warrant, right to buy (2) (3) $ 0.08 07/31/2012   A   428,571   01/18/2012 07/31/2017 Common Stock 428,571 $ 0 428,571 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHORT W. JOHN
6720 N SCOTTSDALE RD
STE 390
SCOTTSDALE, AZ 85253
  X     Chief Executive Officer  

Signatures

 J. Dale Belt, by power of attorney   08/06/2012
**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) On 7/31/12, the promissory note issued under the Note and Warrant Purchase Agreement dated 1/17/12 was amended to decrease the conversion price from $0.10 per share to $0.07 per share and the maturity date of the promissory note changed from 1/18/15 to 7/31/15.
(2) On 7/31/12, the warrant issued under the Note and Warrant Purchase Agreement dated 1/17/12 was amended to (i) decrease the exercise price from $0.12 per share to $0.08 per share, (ii) amend the expiration date of the warrantfrom 1/18/17 to 7/31/17, and (iii) increase the number of shares underlying the warrant to 428,571 shares.
(3) Contains full rachet antidilution provisions.

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