QuickLinks
 -- Click here to rapidly navigate through this document

  
 

    Exhibit 4.1    
    


016570-- 003590--127C--RESTRICTED----4--057-423  



	COMMON STOCK	 	 	 	COMMON STOCK
	

PAR VALUE $0.01	
 	

 	
 	

THIS CERTIFICATE IS TRANSFERABLE IN

CANTON, MA AND

JERSEY CITY, NJ
	
Certificate

Number	
 	

[GRAPHIC OF LOGO

FOR PHYSICIANS FORMULA]	
 	
Shares
	
PHYSICIANS FORMULA HOLDINGS, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
	

THIS CERTIFIES THAT	
 	

MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE	
 	

CUSIP 719427 10 6

SEE REVERSE FOR CERTAIN DEFINITIONS
	

is the owner of	
 	

 	
 	

 
	

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
	
Physicians Formula Holdings, Inc. (hereinafter called the "Company"), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of
this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Articles of Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of
which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
	
Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
	









/s/ Jeff Rogers
	
 	







[GRAPHIC OF SEAL]	
 	

DATED Month Day, Year



COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A.

TRANSFER AGENT AND REGISTRAR,
	President	 	 	 	 
	

/s/ Ingrid Jackel
	
 	

 	
 	

By
                                         
                               
	Chief Executive Officer	 	 	 	AUTHORIZED SIGNATURE










PHYSICIANS FORMULA HOLDINGS, INC. 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 



	TEN COM	 	-	 	as tenants in common	 	UNIF GIFT MIN ACT-	 	Custodian
 (Cust)                (Minor)
	

TEN ENT	
 	

-	
 	

as tenants by the entireties	
 	

under Uniform Gifts to Minors
Act                                        
                                
	 	 	 	 	 	 	 	 	(State)                    
	JT TEN	 	-	 	as joint tenants with right of survivorship and not as tenants in common	 	UNIF TRF MIN ACT	 	          Custodian (until age     )
            (Cust)
                                        (Minor)

	 	 	 	 	 	 	under Uniform Transfers to Minors
Act                                        
                            
	 	 	 	 	 	 	 	 	(State)                    
	 	 	 	 	Additional abbreviations may also be used though not in the above list.







THE
COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL
RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED
FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY
OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE
THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE
AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. 


For value received,                                  hereby sell,
assign and transfer unto (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE)
                                         
                    (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)















Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint






Attorney
to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. 


Dated:
                                         
        20             


Signature:
                                         
                                       
 


Signature:
                                         
                                        


Notice:
The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. 


Signature(s) Guaranteed: Medallion Guarantee Stamp


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions)
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.  











QuickLinks




Exhibit 4.1