SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dowd Thomas

(Last)

(First)

(Middle)

GNC HOLDINGS, INC.

300 SIXTH AVENUE

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2011

3. Issuer Name and Ticker or Trading Symbol
GNC ACQUISITION HOLDINGS INC. [ GNC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP of Store Operations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock, par value $0.001 ("Common Stock")	51,726	D
Series A preferred stock, par value $0.001	17,674	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)⁽¹⁾	⁽¹⁾	03/15/2017	Common Stock	177,044⁽¹⁾	$5	D
Stock Option (right to buy)⁽²⁾	⁽²⁾	03/15/2017	Common Stock	177,044⁽²⁾	$7.5	D
Stock Option (right to buy)⁽³⁾	⁽³⁾	05/04/2017	Common Stock	47,956⁽³⁾	$5	D
Stock Option (right to buy)⁽⁴⁾	⁽⁴⁾	05/04/2017	Common Stock	47,956⁽⁴⁾	$7.5	D

Explanation of Responses:

1. Mr. Dowd was granted an option to purchase 177,044 shares of Common Stock at the grant price of $5.00 per share on March 16, 2007, of which 141,635 shares are currently vested and exercisable, with the remaining 35,409 shares vesting on March 16, 2012.

2. Mr. Dowd was granted an option to purchase 177,044 shares of Common Stock at the grant price of $7.50 per share on March 16, 2007, of which 141,635 shares are currently vested and exercisable, with the remaining 35,409 shares vesting on March 16, 2012.

3. Mr. Dowd was granted an option to purchase 47,956 shares of Common Stock at the grant price of $5.00 per share on May 4, 2007, of which 28,774 shares are currently vested and exercisable, with the remaining 19,182 shares vesting as follows: 9,591 shares annually, with the next scheduled vesting on May 4, 2011, and each anniversary thereafter, until fully vested.

4. Mr. Dowd was granted an option to purchase 47,956 shares of Common Stock at the grant price of $7.50 per share on May 4, 2007, of which 28,774 shares are currently vested and exercisable, with the remaining 19,182 shares vesting as follows: 9,591 shares annually, with the next scheduled vesting on May 4, 2011, and each anniversary thereafter, until fully vested.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gerald J. Stubenhofer, Jr., by power of attorney	03/31/2011
	** 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 5 (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.