Edgar Filing: New Aristotle Holdings, Inc.

Ownership Submission

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BROCKSMITH JAMES G JR

2. Issuer Name and Ticker or Trading Symbol
New Aristotle Holdings, Inc. [ACV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

8930 BAY COLONY DRIVE NO. 1003

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2006

(Street)

NAPLES, FL 34108

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Director Stock Option (Right to Buy)

$ 16.873

11/24/2006

9,221

⁽¹⁾

01/21/2014

Common Stock

9,221

⁽²⁾ ⁽³⁾

9,221

Director Stock Option (Right to Buy)

$ 21.849

11/24/2006

9,221

⁽¹⁾

01/26/2015

Common Stock

9,221

⁽²⁾ ⁽⁴⁾

9,221

Director Stock Option (Right to Buy)

$ 18.042

11/24/2006

9,221

⁽¹⁾

01/25/2016

Common Stock

9,221

⁽²⁾ ⁽⁵⁾

9,221

Director Stock Option (Right to Buy)

$ 12.892

11/24/2006

27,663

⁽¹⁾

10/23/2012

Common Stock

27,663

⁽²⁾ ⁽⁶⁾

27,663

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROCKSMITH JAMES G JR 8930 BAY COLONY DRIVE NO. 1003 NAPLES, FL 34108	X

Signatures

/s/ James M. Spira as Attorney-in-Fact for James G. Brocksmith Jr.		11/28/2006
^**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)	This option currently is exercisable in full.
(2)	This option was granted by the issuer in replacement of an option to purchase shares of common stock of Sally Beauty Holdings, Inc. ("Sally Beauty Holdings") in connection with the spin-off of the issuer by Sally Beauty Holdings (the "Spin-Off").
(3)	In the Spin-Off, this option replaced an option to purchase 3,750 shares of common stock of Sally Beauty Holdings at an exercise price of $41.49.
(4)	In the Spin-Off, this option replaced an option to purchase 3,750 shares of common stock of Sally Beauty Holdings at an exercise price of $53.725.
(5)	In the Spin-Off, this option replaced an option to purchase 3,750 shares of common stock of Sally Beauty Holdings at an exercise price of $44.365.
(6)	In the Spin-Off, this option replaced an option to purchase 11,250 shares of common stock of Sally Beauty Holdings at an exercise price of $31.70.

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