SEC FORM 4

SEC Form 4

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^*

ARCHBOLD MICHAEL G

(Last)

(First)

(Middle)

2101 91ST STREET

(Street)

NORTH BERGEN

07047

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vitamin Shoppe, Inc. [ VSI ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former President & COO

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2012

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	09/05/2012		M		20,000	A	$13.43	36,476	D
Common Stock⁽¹⁾	09/05/2012		S		20,000	D	$58	16,476	D
Common Stock⁽¹⁾	09/05/2012		M		18,659	A	$16.12	35,135	D
Common Stock⁽¹⁾	09/05/2012		S		18,659	D	$58.02	16,476	D
Common Stock⁽¹⁾	09/05/2012		M		11,341	A	$13.43	27,817	D
Common Stock⁽¹⁾	09/05/2012		S		11,341	D	$58.02	16,476	D
Common Stock⁽¹⁾	09/05/2012		M		17,547	A	$16.12	34,023	D
Common Stock⁽¹⁾	09/05/2012		S		17,547	D	$58	16,476	D
Common Stock⁽¹⁾	09/05/2012		M		1,100	A	$16.12	17,576	D
Common Stock⁽¹⁾	09/05/2012		S		1,100	D	$58	16,476	D
Common Stock⁽¹⁾	09/06/2012		M		20,000	A	$16.12	36,476	D
Common Stock⁽¹⁾	09/06/2012		S		20,000	D	$58.52	16,476	D
Common Stock⁽¹⁾	09/06/2012		M		35,748	A	$16.12	52,224	D
Common Stock⁽¹⁾	09/06/2012		S		35,748	D	$58.06	16,476	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (Right to buy Common Stock )	$13.43	09/05/2012		M			20,000	⁽²⁾	04/16/2017	Common Stock	20,000	$0	11,341	D
Option (Right to buy Common Stock )	$16.12	09/05/2012		M			18,659	⁽²⁾	04/16/2017	Common Stock	18,659	$0	74,395	D
Option (Right to buy Common Stock )	$13.43	09/05/2012		M			11,341	⁽²⁾	04/16/2017	Common Stock	11,341	$0	0	D
Option (Right to buy Common Stock )	$16.12	09/05/2012		M			17,547	⁽²⁾	04/16/2017	Common Stock	17,547	$0	56,848	D
Option (Right to buy Common Stock )	$16.12	09/05/2012		M			1,100	⁽²⁾	04/16/2017	Common Stock	1,100	$0	55,748	D
Option (Right to buy Common Stock )	$16.12	09/06/2012		M			20,000	⁽²⁾	04/16/2017	Common Stock	20,000	$0	35,748	D
Option (Right to buy Common Stock )	$16.12	09/06/2012		M			35,748	⁽²⁾	04/16/2017	Common Stock	35,748	$0	0	D

Explanation of Responses:

1. Includes 562 shares acquired at $19.58 per share, 540 shares acquired at $22.10 per share, 86 shares acquired at $23.73 per share, 389 shares acquired at $28.36 per share, 460 shares acquired at $28.82 per share, 22 shares acquired at $31.82 per share and 620 shares acquired at $34.26 under the Vitamin Shoppe 2010 Employee Stock Purchase Plan on June 30, 2010, September 30, 2010, December 31, 2010, March 31, 2011, June 30, 2011, September 30, 2011, March 30, 2012 and respectively.

2. Options vest in four equal annual installments beginning on April 16, 2007.

	/s/ Jean W. Frydman attorney-in-fact	09/06/2012
	** 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.
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