FACE Physicians Formula Holdings, Inc. (MM)

CUSIP NO. 719427106 PAGE 2 OF 10 PAGES


1 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
 DDJ Capital Management, LLC
 04-3300754

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
 (a) [ X ]
 (b) [ ]
3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION
 Commonwealth of Massachusetts

NUMBER OF 5 SOLE VOTING POWER
SHARES 751,111
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 751,111
PERSON WITH 8 SHARED DISPOSITIVE POWER

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
751,111

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.53%

12 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 719427106 PAGE 3 OF 10 PAGES


1 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
 DDJ/Ontario Credit Opportunities Fund, L.P.
 98-0496623

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
 (a) [ X ]
 (b) [ ]
3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION
 Bermuda

NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0%

12 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 719427106 PAGE 4 OF 10 PAGES


1 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
 GP DDJ/Ontario Credit Opportunities, L.P.
 98-0496663

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
 (a) [ X ]
 (b) [ ]
3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION
 Bermuda

NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0%

12 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 719427106 PAGE 5 OF 10 PAGES


1 NAME OF REPORTING PERSON
 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
 GP Credit Opportunities, Ltd.


2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
 (a) [ X ]
 (b) [ ]
3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION
 Bermuda

NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0%

12 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 719427106 PAGE 6 OF 10 PAGES

Item 1(a) Name of Issuer:
 Physicians Formula Holdings, Inc. (the "Company")

Item 1(b) Address of the Issuer's Principal Executive Offices:
 1055 West 8th Street, Azusa, California 91702

Item 2(a) Names of Persons Filing:
DDJ Capital Management, LLC ("DDJ"), DDJ/Ontario
Credit Opportunities Fund, L.P. ("DDJ/Ontario Fund"), GP
DDJ/Ontario Credit Opportunities, L.P. ("GP
DDJ/Ontario"), and GP Credit Opportunities Ltd. ("GP
Credit Opportunities").

Item 2(b) Address or Principal Business Office or, if None,
Residence:
130 Turner Street, Building #3, Suite 600, Waltham, MA
02453.

Item 2(c) Citizenship:
DDJ is a Massachusetts limited liability company;
DDJ/Ontario Fund is a Bermuda limited partnership; GP
DDJ/Ontario is a Bermuda limited partnership; and GP
Credit Opportunities is a Bermuda company.

Item 2(d) Title of Class of Securities:
 Common Stock (the "Shares")

Item 2(e) CUSIP Number:
 719427106

Item 3 Not Applicable.

Item 4 Ownership.

CUSIP NO. 719427106 PAGE 7 OF 10 PAGES

Item 4(a) Amount Beneficially Owned:

As of the close of business on October 19, 2009,
DDJ/Ontario Fund, GP DDJ/Ontario, as general partner to
DDJ/Ontario Fund, and GP Credit Opportunities, as general
partner to GP DDJ/Ontario, are each no longer the
beneficial owners of any of the outstanding Shares of the
Company. DDJ, as investment manager to an account
managed on behalf of an institutional investor, may be
deemed the beneficial owner of 751,111 Shares, which
amount represents approximately 5.53% of the outstanding
Shares of the Company.

Item 4(b) Percent of Class: See attached cover sheets.

Item 4(c) Number of shares as to which such person has:

 (i) Sole power to vote or to
 direct the vote: See attached cover sheets.
 (ii) Shared power to vote or
 to direct the vote: -0-
 (iii) Sole power to dispose or to direct the
 disposition of: See attached cover sheets.
 (iv) Shared power to dispose or
 to direct the disposition of: -0-

Item 5 Ownership of Five Percent or Less of a Class:

 If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following
 [ ].

CUSIP NO. 719427106 PAGE 8 OF 10 PAGES

Item 6 Ownership of More than Five Percent on Behalf of Another
Person.

 See Item 4.

Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.

 Not applicable.

Item 8 Identification and Classification of Members of the Group.

 See Item 4 above.

Item 9 Notice of Dissolution.

 Not applicable.

Item 10 Certifications.

 By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.

CUSIP NO. 719427106 PAGE 9 OF 10 PAGES

SIGNATURE
================
 After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Date: October 20, 2009 DDJ CAPITAL MANAGEMENT,
LLC

/s/ David J. Breazzano
Signature
David J. Breazzano
President
Name/Title


DDJ/ONTARIO CREDIT
OPPORTUNITIES FUND, L.P.

By: DDJ Capital Management,
LLC, its Investment Manager

/s/ David J. Breazzano
Signature
David J. Breazzano
President
Name/Title

CUSIP NO. 719427106 PAGE 10 OF 10 PAGES


GP DDJ/ONTARIO CREDIT
OPPORTUNITIES, L.P.

By: GP Credit Opportunities, Ltd.,
its General Partner

By: DDJ Capital Management,
LLC, its sole shareholder

/s/ David J. Breazzano
Signature
David J. Breazzano
President
Name/Title


GP CREDIT OPPORTUNITIES,
LTD.

By: DDJ Capital Management,
LLC, its sole shareholder

/s/ David J. Breazzano
Signature
David J. Breazzano
President
Name/Title