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^*

Green Darryl

(Last)

(First)

(Middle)

GNC HOLDINGS, INC.

300 SIXTH AVENUE

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2011

3. Issuer Name and Ticker or Trading Symbol
GNC 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,Int'l&Domestic Franchising

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'')	14,919	D
Common Stock	2,805 ⁽¹⁾	D
Common Stock	1,335 ⁽²⁾	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) ⁽³⁾	⁽³⁾	03/15/2017	Common Stock	109,625 ⁽³⁾	5	D
Stock Option (right to buy) ⁽⁴⁾	⁽⁴⁾	03/15/2017	Common Stock	109,625 ⁽⁴⁾	7.5	D
Stock Option (right to buy) ⁽⁵⁾	⁽⁵⁾	04/21/2018	Common Stock	26,250 ⁽⁵⁾	18.82	D
Stock Option (right to buy) ⁽⁶⁾	⁽⁶⁾	08/01/2018	Common Stock	11,250 ⁽⁶⁾	24.8	D

Explanation of Responses:

1. Represents a grant of restricted stock on April 21, 2011 pursuant to the GNC Holdings, Inc. 2011 Stock and Incentive Plan (the "2011 Stock Plan"). The shares of restricted stock vest in three installments: 20% on April 21, 2014, 30% on April 21, 2015 and 50% on April 21, 2016.

2. Represents a grant of restricted stock on August 1, 2011 pursuant to the 2011 Stock Plan. The shares of restricted stock vest in three installments: 20% on August 1, 2014, 30% on August 1, 2015 and 50% on August 1, 2016.

3. Mr. Green was granted an option to purchase 109,625 shares of Common Stock at the grant price of $5.00 per share on March 16, 2007, of which 87,700 are currently vested and exercisable, with the remaining 21,925 shares vesting on March 16, 2012.

4. Mr. Green was granted an option to purchase 109,625 shares of Common Stock at the grant price of $7.50 per share on March 16, 2007, of which 87,700 are currently vested and exercisable, with the remaining 21,925 shares vesting on March 16, 2012.

5. Mr. Green was granted an option to purchase 26,250 shares of Common Stock at the grant price of $18.82 per share on April 21, 2011, which vests in five equal installments on April 21, 2012, 2013, 2014, 2015 and 2016.

6. Mr. Green was granted an option to purchase 11,250 shares of Common Stock at the grant price of $24.80 per share on August 1, 2011, which vests in five equal installments on August 1, 2012, 2013, 2014, 2015 and 2016.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Gavin O'Connor, by power of attorney	10/20/2011
	** 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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