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^*

Martindale Kenneth

(Last)

(First)

(Middle)

C/O GNC HOLDINGS, INC.

300 SIXTH AVENUE

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GNC HOLDINGS, INC. [ GNC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2017

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	09/11/2017		A		67,040⁽¹⁾	A	$0	67,040	D
Common Stock	09/11/2017		A		106,146⁽²⁾	A	$0	173,186	D
Common Stock	09/11/2017		A		346,370⁽³⁾	A	$0	519,556	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)
Employee Stock Option (right to buy)	$8.95⁽⁴⁾	09/11/2017		A		519,126		⁽⁵⁾	09/11/2027	Common Stock	519,126	$0	519,126	D

Explanation of Responses:

1. 67,040 restricted shares granted under the 2017 Inducement Award, each of which represents a vested share of the Issuer's Class A Common Stock, par value $0.001 per share ("Common Stock"), subject to transfer restrictions lapsing on the earliest to occur of (i) the third anniversary of grant; (ii) Change in Control, or (iii) the awardee's death, Disability or separation from service for any reason, as such terms are defined in the underlying 2017 Inducement Award agreement.

2. 106,146 restricted shares, which vest on the last trading day of 2017, subject to acceleration to the extent necessary to cover the applicable Section 83(b) Tax Liability, as defined in the underlying 2017 Inducement Award agreement, upon a taxable event resulting from a Section 83(b) election.

3. 346,370 restricted shares, which vest in three equal installments on each anniversary of the grant date, September 11, 2017, subject to acceleration, with respect to 134,079 of such shares, to the extent necessary to cover the applicable Section 83(b) Tax Liability, as defined in the underlying Inducement Award agreement, upon a taxable event resulting from a Section 83(b) election.

4. Based on the September 11, 2017 closing price for a share of the Common Stock on the New York Stock Exchange.

5. The options vest in three equal installments on each anniverary of the grant date, September 11, 2017.

Remarks:

	/s/Gavin M. O'Connor, by power of attorney	09/13/2017
	** 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).
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