SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: | 3235-0104
Estimated average burden
hours per response: | 0.5

1. Name and Address of Reporting Person ^*
Barta Erin Kemmler

(Last) | (First) | (Middle)
600 S. ROYAL LANE
SUITE 200

(Street)
COPPELL | TX | 75019

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2016

3. Issuer Name and Ticker or Trading Symbol
MANNATECH INC [ MTEX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
General Counsel

5. 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 Beneficially Owned
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Right to Purchase Common Stock | ^(1) | 11/24/2018 | Common Stock Par Value $0.0001 per share | 75 | 25.3 | D | |
Right to Purchase Common Stock | ^(2) | 02/24/2020 | Common Stock Par Value $0.0001 per share | 100 | 35.6 | D | |
Right to Purchase Common Stock | ^(3) | 02/21/2023 | Common Stock Par Value $0.0001 per share | 3,000 | 5.72 | D | |
Right to Purchase Common Stock | ^(4) | 08/20/2023 | Common Stock Par Value $0.0001 per share | 2,500 | 18.81 | D | |
Right to Purchase Common Stock | ^(5) | 02/20/2024 | Common Stock Par Value $0.0001 per share | 3,000 | 19.6 | D | |
Explanation of Responses:
1. Fully vested.
2. Fully vested.
3. Two-thirds of the options are vested, and the remaining one third of the stock options will vest on February 21, 2016.
4. Two-thirds of the options are vested, and the remaining one third of the stock options will vest on August 20, 2016.
5. One-third of the options are vested, another one-third of the options will vest on February 20, 2016, and the remaining one-third of the options will vest on February 20, 2017.
| /s/ Diane Barton, Assistant Controller, by Power of Attorney | 02/16/2016
| ** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

MANNATECH, INCORPORATED

LIMITED POWER OF ATTORNEY FOR SECTION 13 AND SECTION 16 FILINGS

I, Erin Barta, of 600 S. Royal Lane, Suite 200, Coppell, Texas 75019 do hereby make, constitute and appoint Diane Barton and David Johnson, my true and lawful attorneys for the purposes hereinafter set forth, effective as of this 11th day of February, 2016.

References in this limited power of attorney to “my Attorneys” are to the persons named above and to the person or persons substituted hereunder pursuant to the power of substitution granted herein.

I hereby grant to my Attorneys, for me and in my name, place and stead, the power:

1. | To execute for and on my behalf, in my capacity as a stockholder of Mannatech, Incorporated, a Delaware corporation (the “ Company ”), any Schedule 13D and Schedule 13G, and all and any amendments thereto, in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “ Exchange Act ”);

| 2. | To execute for and on my behalf, in my capacity as an officer, director and/or stockholder of the Company, Form 3, Form 4, and Form 5, and all and any amendments thereto, in accordance with Section 16(a) of the Exchange Act;

| 3. | To do and to perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5, or any amendment thereto, and to timely file such schedule, form or amendment thereto with the United States Securities and Exchange Commission (the “ SEC ”) and any stock exchange or similar authority; and

| 4. | To take any other action of any type whatsoever that, in the opinion of my Attorney, may be necessary or desirable in connection with the foregoing grant of authority, it being understood that the documents executed by my Attorney pursuant to this limited power of attorney shall be in such form and shall contain such terms and conditions as my Attorney may approve.

I hereby grant to my Attorneys full power and authority to do and to perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that my Attorneys shall lawfully do or cause to be done by virtue of this limited power of attorney and the rights and powers herein granted. I acknowledge and agree that neither my Attorneys nor the Company is assuming any of my responsibilities to comply with the Exchange Act.

This limited power of attorney shall remain in full force and effect until I am no longer required to file any Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5 with respect to my holdings of, and transactions in, securities of the Company, unless earlier revoked by me in a signed writing delivered to each of my Attorneys and the substitutes therefore, if any. This limited power of attorney may be filed with the SEC as a confirming statement of the authority granted herein.

IN WITNESS WHEREOF, I have hereunto set my hand to this instrument on the date first above written.
| /s/ Erin Barta |
| ERIN BARTA |

STATE OF TEXAS | § |
COUNTY OF DALLAS | § |

Before me, Fronzella Washington, on this day personally appeared Erin Barta, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed.
 
Given under my hand and seal of office this 11th day of February, 2016.
/s/ Fronzella Washington |
Notary Public |
My Commission Expires: March 28, 2019 |