X0202 4 2007-10-09 1 0001021113 GUITAR CENTER INC GTRC 0001106648 ALBERTSON MARTIN C/O GUITAR CENTER, INC. 5795 LINDERO CANYON ROAD WESTLAKE VILLAGE CA 91362 1 1 0 0 Chairman and CEO Common Stock 2007-10-09 4 D 0 55626 63 D 0 I By trust Employee Stock Option (Right to Buy) 10.56 2007-10-09 4 D 0 60000 52.44 D 2010-04-05 Common Stock 60000 0 D Employee Stock Option (right to buy) 13.88 2007-10-09 4 D 0 20000 49.12 D 2010-05-02 Common Stock 20000 0 D Employee Stock Option (right to buy) 15.31 2007-10-09 4 D 0 250000 47.69 D 2011-08-02 Common Stock 250000 0 D Employee Stock Option (right to buy) 16.98 2007-10-09 4 D 0 80000 46.02 D 2012-05-22 Common Stock 80000 0 D Employee Stock Option (right to buy) 28.30 2007-10-09 4 D 0 80000 34.70 D 2013-07-14 Common Stock 80000 0 D Employee Stock Option (right to buy) 39.98 2007-10-09 4 D 0 80000 23.02 D 2004-05-19 Common Stock 80000 0 D Employee Stock Option (right to buy) 53.78 2007-10-09 4 D 0 32000 9.22 D 2016-04-29 Common Stock 32000 0 D Employee Stock Option (right to buy) 64.66 2007-10-09 4 D 0 32000 D 2015-07-28 Common Stock 32000 0 D Performance Rights 0 2007-10-09 4 D 0 38400 63 D 2007-12-31 Common Stock 38400 0 D Cancelled pursuant to the merger agreement among the registrant, VH AcquisitionCo, Inc. and VH MergerSub, Inc. in exchange for the merger consideration of $63 per share. The reported securities were held by a trust for which Mr. Albertson serves as a co-trustee. This option, which provided for vesting in three equal installments beginning 4/5/2000, was cancelled pursuant to the merger agreement in exchange for a cash payment representing the number of options multiplied by the difference between the exercise price of the option and the merger consideration of $63 per share. This represents the difference between the merger consideration price of $63 per share and the option price. This option, which provided for vesting in three equal installments beginning 5/2/2000, was cancelled pursuant to the merger agreement in exchange for a cash payment representing the number of options multiplied by the difference between the exercise price of the option and the merger consideration of $63 per share. This option, which provided for vesting in three equal installments beginning 8/2/2001, was cancelled pursuant to the merger agreement in exchange for a cash payment representing the number of options multiplied by the difference between the exercise price of the option and the merger consideration of $63 per share. This option, which provided for vesting in three equal installments beginning 5/22/2002, was cancelled pursuant to the merger agreement in exchange for a cash payment representing the number of options multiplied by the difference between the exercise price of the option and the merger consideration of $63 per share. This option, which provided for vesting in three equal installments beginning 7/14/2003, was cancelled pursuant to the merger agreement in exchange for a cash payment representing the number of options multiplied by the difference between the exercise price of the option and the merger consideration of $63 per share. This option, which provided for vesting in three equal installments beginning 5/19/2004, was cancelled pursuant to the merger agreement in exchange for a cash payment representing the number of options multiplied by the difference between the exercise price of the option and the merger consideration of $63 per share. This option, which provided for vesting in three equal installments beginning 4/29/2006, was cancelled pursuant to the merger agreement in exchange for a cash payment representing the number of options multiplied by the difference between the exercise price of the option and the merger consideration of $63 per share. All options with a price above the merger consideration of $63 per share were cancelled pursuant to the merger agreement and no payment will be made thereon. These performance shares, issued under the issuers 2005 Long Term Incentive Plan and 2006 Long Term Incentive Plan vest at the rate of 50%, in accordance with the terms of those plans. These performance shares represent 50% of the total number of shares that could have been issued under the plans. Pursuant to the merger agreement, the performance shares were cancelled in exchange for an aggregate cash payment of $2,419,200.00, representing the number of rights multiplied by the merger consideration of $63 per share. Leland P. Smith (attorney-in-fact) 2007-10-11