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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1. Name and Address of Reporting Person * HEMMER VINCENT J   2. Issuer Name and Ticker or Trading Symbol Prestige Brands Holdings, Inc. [PBH] 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 GTCR GOLDER RAUNER, L.L.C., 300 N. LASALLE STREET, SUITE 5600 3. Date of Earliest Transaction (Month/Day/Year) 05/18/2009 (Street) CHICAGO, IL 60654 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 $0.01 per share 05/18/2009   J(1)   3,609,800 (2) (3) D $ 0 5,851,783 (2) (7) I See footnote (11) Common Stock, par value $0.01 per share 05/18/2009   J(1)   633,503 (2) (4) D $ 0 1,026,960 (2) (8) I See footnote (12) Common Stock, par value $0.01 per share 05/18/2009   J(1)   19,331 (2) (5) D $ 0 31,168 (2) (9) I See footnote (13) Common Stock, par value $0.01 per share 05/18/2009   J(1)   115,521 (2) (6) D $ 0 185,719 (2) (10) I See footnote (14)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
HEMMER VINCENT J C/O GTCR GOLDER RAUNER, L.L.C. 300 N. LASALLE STREET, SUITE 5600 CHICAGO, IL 60654	X	X

Signatures

/s/ Dennis M. Myers under a Power of Attorney		05/20/2009
**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)	Reflects a pro rata distribution of such shares by the fund to its partners.
(2)	The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table I, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.
(3)	Excludes 101,017 shares, which is the number of shares in column 4 that were distributed to GTCR Partners VIII, L.P. ("GTCR Partners VIII"), the general partner of GTCR Fund VIII, L.P. ("Fund VIII"). The distribution of shares from Fund VIII to GTCR Partners VIII was exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), promulgated by Rule 16a-13 thereunder.
(4)	Excludes 17,728 shares, which is the number of shares in column 4 that were distributed to GTCR Partners VIII, the general partner of GTCR Fund VIII/B, L.P. ("Fund VIII/B"). The distribution of shares from Fund VIII/B to GTCR Partners VIII was exempt from Section 16 of the Exchange Act, promulgated by Rule 16a-13 thereunder.
(5)	Excludes 475 shares, which is the number of shares in column 4 that were distributed to GTCR Golder Rauner II, L.L.C. ("GTCR II"), the general partner of GTCR Co-Invest II, L.P. ("Co-Invest II"). The distribution of shares from Co-Invest II to GTCR II was exempt from Section 16 of the Exchange Act, promulgated by Rule 16a-13 thereunder.
(6)	Excludes 2,625 shares, which is the number of shares in column 4 that were distributed to GTCR Mezzanine Partners, L.P. ("Mezzanine Partners"), the general partner of GTCR Capital Partners, L.P. ("Capital Partners"). The distribution of shares from Capital Partners to Mezzanine Partners was exempt from Section 16 of the Exchange Act, promulgated by Rule 16a-13 thereunder.
(7)	Includes 5,750,766 shares held directly by Fund VIII and the 101,017 shares distributed by it to GTCR Partners VIII. GTCR Partners VIII is the direct beneficial owner of the 101,017 shares reported in Table I. GTCR II is the general partner of GTCR Partners VIII. As such, GTCR II may be deemed to be beneficial owners of the shares reported in Table I by GTCR Partners VIII. GTCR II is managed by its members. The Reporting Person is a member of GTCR II and GTCR Partners VIII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by GTCR Partners VIII to the extent of the Reporting Person's indirect proportionate interest in GTCR Partners VIII.
(8)	Includes the 1,009,232 shares held directly by Fund VIII/B and the 17,728 shares distributed by it to GTCR Partners VIII. GTCR Partners VIII is the direct beneficial owner of the 17,728 shares reported in Table I. GTCR II is the general partner of GTCR Partners VIII. As such, GTCR II may be deemed to be beneficial owners of the shares reported in Table I by GTCR Partners VIII. GTCR II is managed by its members. The Reporting Person is a member of GTCR II and GTCR Partners VIII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by GTCR Partners VIII to the extent of the Reporting Person's indirect proportionate interest in GTCR Partners VIII.
(9)	Includes the 30,693 shares held directly by Co-Invest II and the 475 shares distributed by it to GTCR II. GTCR II is the direct beneficial owner of the 475 shares reported in Table I. GTCR II is managed by its members. The Reporting Person is a member of GTCR II and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by GTCR II to the extent of the Reporting Person's indirect proportionate interest in GTCR II.
(10)	Includes the 183,094 shares held directly by Capital Partners and the 2,625 shares distributed by it to Mezzanine Partners. Mezzanine Partners is the direct beneficial owner of the 2,625 shares reported in Table I. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of GTCR Partners VI. As such, GTCR Partners VI and GTCR may be deemed to be beneficial owners of the shares reported in Table I by Mezzanine Partners. GTCR is managed by its members. The Reporting Person is a member of GTCR, Mezzanine Partners and GTCR Partners VI and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Capital Partners to the extent of the Reporting Person's indirect proportionate interest in Mezzanine Partners.
(11)	Fund VIII is the direct beneficial owner of the 5,750,766 shares reported in this row of Table I. GTCR Partners VIII is the general partner of Fund VIII and GTCR II is the general partner of GTCR Partners VIII. As such, GTCR Partners VIII and GTCR II may be deemed to be beneficial owners of the 5,750,766 shares reported in Table I. GTCR II is managed by its members. The Reporting Person is a member of GTCR II and GTCR Partners VIII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Fund VIII to the extent of the Reporting Person's indirect proportionate interest in Fund VIII.
(12)	Fund VIII/B is the direct beneficial owner of the 1,009,232 shares reported in this row of Table I. GTCR Partners VIII is the general partner of Fund VIII/B and GTCR II is the general partner of GTCR Partners VIII. As such, GTCR Partners VIII and GTCR II may be deemed to be beneficial owners of the 1,009,232 shares reported in Table I. GTCR II is managed by its members. The Reporting Person is a member of GTCR II and GTCR Partners VIII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Fund VIII/B to the extent of the Reporting Person's indirect proportionate interest in Fund VIII/B.
(13)	Co-Invest II is the direct beneficial owner of the 30,693 shares reported in this row of Table I. GTCR II is the general partner of Co-Invest II. As such, GTCR II may be deemed to be a beneficial owner of the 30,693 shares reported in Table I. GTCR II is managed by its members. The Reporting Person is a member of GTCR II and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Co-Invest II to the extent of the Reporting Person's indirect proportionate interest in Co-Invest II.
(14)	Capital Partners is the direct beneficial owner of the 183,094 shares reported in this row of Table I. Mezzanine Partners is the general partner of Capital Partners. GTCR Partners VI is the general partner of Mezzanine Partners. GTCR is the general partner of GTCR Partners VI. As such, Mezzanine Partners, GTCR Partners VI and GTCR may be deemed to be beneficial owners of the 183,094 shares reported in Table I. GTCR is managed by its members. The Reporting Person is a member of GTCR, Mezzanine Partners and GTCR Partners VI and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Capital Partners to the extent of the Reporting Person's indirect proportionate interest in Capital Partners.

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