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^*

Ramanathan Guru

(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)
	SVP, Chief Innovation Officer

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")	25,320	D
Series A preferred stock, par value $0.001	8,526	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	17,540⁽¹⁾	$5	D
Stock Option (right to buy)⁽²⁾	⁽²⁾	03/15/2017	Common Stock	17,540⁽²⁾	$7.5	D
Stock Option (right to buy)⁽³⁾	⁽³⁾	05/04/2017	Common Stock	48,235⁽³⁾	$5	D
Stock Option (right to buy)⁽⁴⁾	⁽⁴⁾	05/04/2017	Common Stock	48,235⁽⁴⁾	$7.5	D
Stock Option (right to buy)⁽⁵⁾	⁽⁵⁾	02/04/2020	Common Stock	25,000⁽⁵⁾	$8.79	D
Stock Option (right to buy)⁽⁶⁾	⁽⁶⁾	02/04/2020	Common Stock	25,000⁽⁶⁾	$13.18	D

Explanation of Responses:

1. Mr. Ramanathan was granted an option to purchase 17,540 shares of Common Stock at the grant price of $5.00 per share on March 16, 2007, of which 14,032 shares are currently vested and exercisable, with the remaining 3,508 shares vesting on March 16, 2012.

2. Mr. Ramanathan was granted an option to purchase 17,540 shares of Common Stock at the grant price of $7.50 per share on March 16, 2007, of which 14,032 shares are currently vested and exercisable, with the remaining 3,508 shares vesting on March 16, 2012.

3. Mr. Ramanathan was granted an option to purchase 48,235 shares of Common Stock at the grant price of $5.00 per share on May 4, 2007, of which 28,941 shares are currently vested and exercisable, with the remaining 19,294 shares vesting as follows: 9,647 shares annually, with the next scheduled vesting on May 4, 2011, and each anniversary thereafter, until fully vested.

4. Mr. Ramanathan was granted an option to purchase 48,235 shares of Common Stock at the grant price of $7.50 per share on May 4, 2007, of which 28,941 shares are currently vested and exercisable, with the remaining 19,294 shares vesting as follows: 9,647 shares annually, with the next scheduled vesting on May 4, 2011, and each anniversary thereafter, until fully vested.

5. Mr. Ramanathan was granted an option to purchase 25,000 shares of Common Stock at the grant price of $8.79 per share on February 4, 2010, of which 5,000 shares are currently vested and exercisable, with the remaining 20,000 shares vesting as follows: 5,000 shares annually, with the next scheduled vesting on February 4, 2012, and each anniversary thereafter, until fully vested.

6. Mr. Ramanathan was granted an option to purchase 25,000 shares of Common Stock at the grant price of $13.18 per share on February 4, 2010, of which 5,000 shares are currently vested and exercisable, with the remaining 20,000 shares vesting as follows: 5,000 shares annually, with the next scheduled vesting on February 4, 2012, 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).
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