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 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 *
Karkus Ted William
   2. Issuer Name and Ticker or Trading Symbol
ProPhase Labs, Inc. [PRPH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & Chaiman
(Last)
(First)
(Middle)
621 N. SHADY RETREAT ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
04/21/2011
(Street)

DOYLESTOWN, PA 18901		 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 $0.0005 04/21/2011   A   133,928 (1) A $ 0 754,778 D  
Common Stock, par value $0.0005 04/21/2011   A   128,571 (2) A $ 0 883,349 D  
Common Stock, par value $0.0005 04/21/2011   A   161,830 (3) A $ 0 1,045,179 D  

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
Karkus Ted William
621 N. SHADY RETREAT ROAD
DOYLESTOWN, PA 18901		   X     CEO & Chaiman  

Signatures

 /s/ Ted Karkus   04/22/2011
**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) The transaction reported in this row involves a grant of the Issuer's common stock with respect to the Reporting Person's executive bonus for services rendered in 2010.
(2) The transaction reported in this row involves the conversion of deferred compensation owed to the Reporting Person into shares of common stock.
(3) The transaction reported in this row involves a grant of restricted common stock pursuant to the terms of the Reporting Person's employment agreement, dated August 19, 2009, as amended April 21, 2011. The shares will vest in two equal installments on October 31, 2011 and June 30, 2012.
 
Remarks:
The number of shares for each issuance reported in this Form 4 were determined by the Issuer's Compensation Committee based
 on the average closing price of the Issuer's common stock for the last five (5) trading days prior to and including the
 issuance date, which was equal to $1.12.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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