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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Najafi Ramin
  2. Issuer Name and Ticker or Trading Symbol
NovaBay Pharmaceuticals, Inc. [NBY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
Chief Executive Officer / Chairman
(Last)
(First)
(Middle)
C/O NOVABAY PHARMACEUTICALS, INC., 5980 HORTON STREET, SUITE 550
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2011
(Street)

EMERYVILLE, CA 94608
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
Restricted Common Stock (1) 10/27/2011   A   50,000 A $ 1.09 202,673 D  
Common Stock               3,117,500 I By the Najafi Family Trust Dated September 13, 2006
Common Stock               25,252 D  

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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
Option (right to buy) (2) $ 1.09 10/27/2011   A   70,000   10/27/2012 10/27/2021 Common Stock 70,000 $ 0 518,200 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Najafi Ramin
C/O NOVABAY PHARMACEUTICALS, INC.
5980 HORTON STREET, SUITE 550
EMERYVILLE, CA 94608
  X     Chief Executive Officer Chairman

Signatures

 /s/ Theresa Granados, Attorney-in-Fact for Ramin Najafi   11/01/2011
**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) Dr. Najafi was granted 50,000 shares of Restricted Stock Units (RSU). Twenty-five percent (25%) of the RSUs will vest on the first anniversary of the date of grant, and the balance shall vest in a series of three (3) equal installments upon the completion of each year beginning October 27, 2012.
(2) Twenty-five percent (25%) of the option shares vest and become exercisable on the first anniversary of the date of grant, and the balance of the option shares vest and become exercisable in a series of twelve (12) equal installments upon the completion of each three (3) months beginning October 27, 2012.

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