FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vitamin Shoppe, Inc. [ VSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/02/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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(1) | 11/02/2009 | C(4) | 680,589 | A | (4) | 1,145,861 | I | See footnotes(1)(3) | ||
Common Stock(2) | 11/02/2009 | C(4) | 28,357 | A | (4) | 1,174,218 | I | See footnotes(2)(3) | ||
Common Stock(1) | 11/02/2009 | P | 228,170 | A | $17(5) | 1,402,388 | I | See footnotes(1)(3) | ||
Common Stock(2) | 11/02/2009 | P | 9,499 | A | $17(5) | 1,411,887 | I | See footnotes(2)(3) | ||
Common Stock(1) | 11/02/2009 | S | 1,342,093 | D | $15.81 | 69,794 | I | See footnotes(1)(3) | ||
Common Stock(2) | 11/02/2009 | S | 55,912 | D | $15.81 | 13,882 | I | See footnotes(2)(3)(7) | ||
Series A Preferred Stock(1) | 11/02/2009 | S | 2,539 | D | (5) | 2,241 | I | See footnotes(1)(3) | ||
Series A Preferred Stock(2) | 11/02/2009 | S | 106 | D | (5) | 93 | I | See footnotes(2)(3) | ||
Series A Preferred Stock(1) | 11/02/2009 | S | 2,241 | D | (6) | 0 | I | See footnotes(1)(3) | ||
Series A Preferred Stock(2) | 11/02/2009 | S | 93 | D | (6) | 0 | I | See footnotes(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Warrants (right to buy)(1) | $0 | 11/02/2009 | C(4) | 365,694 | 11/02/2002 | 11/02/2012 | Common Stock | 680,589 | $0 | 0 | I | See footnotes(1)(3) | |||
Warrants (right to buy)(2) | $0 | 11/02/2009 | C(4) | 15,237 | 11/02/2002 | 11/02/2012 | Common Stock | 28,357 | $0 | 0 | I | See footnotes(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Securities acquired or disposed of represent securities directly beneficially owned by Blackstone Mezzanine Partners L.P. Blackstone Mezzanine Management Associates L.L.C. is the general partner of Blackstone Mezzanine Associates L.P. which is the general partner of Blackstone Mezzanine Partners L.P. |
2. Securities acquired or disposed of represent securities directly beneficially owned by Blackstone Mezzanine Holdings L.P. BMP Side-by-Side GP L.L.C. is the general partner of Blackstone Mezzanine Holdings L.P. |
3. Blackstone Holdings II L.P. is the managing member of Blackstone Mezzanine Management Associates L.L.C. and the sole member of BMP Side-by-Side GP L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P. The Blackstone Group L.P. is the sole shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Mr. Schwarzman is the founding member of Blackstone Group Management L.L.C. |
4. Each Warrant to purchase shares of the Issuer's Common Stock was exercised automatically on an approximately 1.8611-for-one basis in connection with the closing of the Issuer's initial public offering on November 2, 2009. |
5. Each share of Series A Preferred Stock converted automatically into shares of the Issuer's Common Stock in connection with the closing of the Issuer's initial public offering on November 2, 2009. Prior to its conversion into the Issuer's Common Stock, the Series A Preferred Stock was convertible into the Issuer's Common Stock upon an initial public offering by the Issuer, subject to certain conditions. Upon conversion, each share of Series A Preferred Stock entitled the Reporting Person to a number of shares of the Issuer's Common Stock equal to the liquidation preference amount of $1,000, plus accrued and unpaid dividends, divided by the offering price per share to the public. |
6. Each share of Series A Preferred Stock was redeemed by the Issuer in connection with the closing of the Issuer's initial public offering on November 2, 2009. Prior to its redemption, the Series A Preferred Stock was redeemable at any time at a price equal to the liquidation preference amount of $1,000, plus accrued and unpaid dividends, and had no expiration date. |
7. Represents 13,327 shares of the Issuer's Common Stock directly beneficially owned by Blackstone Mezzanine Partners L.P. and 555 shares of the Issuer's Common Stock directly beneficially owned by Blackstone Mezzanine Holdings L.P. |
Remarks: |
Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P. are parties to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P. have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. As such, the reporting persons may be deemed to share beneficial ownership of shares beneficially owned by other parties to the Securityholders Agreement as defined in Rule 16a-1(a)(1) of the Securities Exchange Act of 1934 but disclaim such beneficial ownership. In addition, the reporting persons each disclaim beneficial ownership of the securities reported herein except to the extent of each of their respective pecuniary interests therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purpose of Section 16 or for any other purpose. |
/s/ Robert L. Friedman, Authorized Signatory, Blackstone Mezzanine Management Associates L.L.C., its General Partner, Blackstone Mezzanine Associates L.P., its General Partner for BLACKSTONE MEZZANINE PARTNERS L.P. | 03/16/2010 | |
/s/ Robert L. Friedman, Authorized Signatory, BMP Side-by-Side GP L.L.C., its General Partner for BLACKSTONE MEZZANINE HOLDINGS L.P. | 03/16/2010 | |
/s/ Robert L. Friedman, Authorized Signatory for BLACKSTONE MEZZANINE MANAGEMENT ASSOCIATES L.L.C. | 03/16/2010 | |
/s/ Robert L. Friedman, Authorized Signatory, Blackstone Mezzanine Management Associates L.L.C, its General Partner for BLACKSTONE MEZZANINE ASSOCIATES L.P. | 03/16/2010 | |
/s/ Robert L. Friedman, Authorized Signatory for BMP SIDE-BY-SIDE GP L.L.C. | 03/16/2010 | |
/s/ Robert L. Friedman, Authorized Signatory, Blackstone Holdings I/II GP Inc., its General Partner for BLACKSTONE HOLDINGS II L.P. | 03/16/2010 | |
/s/ Robert L. Friedman, Authorized Signatory for BLACKSTONE HOLDINGS I/II GP INC. | 03/16/2010 | |
/s/ Robert L. Friedman, Authorized Signatory, Blackstone Group Management L.L.C., its General Partner for THE BLACKSTONE GROUP L.P. | 03/16/2010 | |
/s/ Robert L. Friedman, Authorized Signatory for BLACKSTONE GROUP MANAGEMENT L.L.C. | 03/16/2010 | |
/s/ Stephen A. Schwarzman | 03/16/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |