SEC Form 4

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 OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* LEDOUX MARK A (Last) (First) (Middle) 1185 LINDA VISTA DR (Street) SAN MARCOS CA 92078 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NATURAL ALTERNATIVES INTERNATIONAL INC [ NAII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) CEO/Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 12/03/2010
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/06/2010		G		2,385	D	(5)	113,562	D
Common Stock								7,200(4)	I	By Self as Custodian for Marcelle Jeannette LeDoux
Common Stock								28,000	I	By 401(k)
Common Stock								40,000	I	By IRA
Common Stock								800	I	By Self as Custodian for Jean-Marc Emile LeDoux
Common Stock								566,851	I	By LeDoux Family Limited Partnership
Common Stock								171,951	I	By Self as Trustee for the Marie Altmann LeDoux Family Trust
Common Stock								36,677	I	By Self as Trustee for the LeDoux Family Trust U/D/T December 21, 1992

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualified stock option (right to buy)	$7.502	12/03/2010		A		24,500		(1)	12/02/2020	Common Stock	24,500	(3)	49,500	D
Incentive stock option (right to buy)	$7.502	12/03/2010		A		15,500		(2)	12/02/2020	Common Stock	15,500	(3)	65,000	D

Explanation of Responses:

1. 8,596 shares vest on December 3, 2011, 7,952 shares vest on December 3, 2012 and the remaining 7,952 shares vest on December 3, 2013.

2. 5,004 shares vest on December 3, 2011, 5,248 shares vest on December 3, 2012 and the remaining 5,248 shares vest on December 3, 2013.

3. This transaction represents a grant of a stock option pursuant to the Company's 2009 Omnibus Incentive Plan.

4. The amount shown has been adjusted to reflect an additional 6,400 shares held in a custodial account since 1989 and only recently discovered due to an incorrect address on the account.

5. This transaction represents a gift of the shares to two charitable organizations.

	/s/ Ken Wolf on behalf of Mr. LeDoux pursuant to a Power of Attorney	12/07/2010
	** 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).
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