X0202 4 2007-10-09 1 0001021113 GUITAR CENTER INC GTRC 0001322612 OBrien Kenneth Moore C/O GUITAR CENTER 5795 LINDERO CANYON RD. WESTLAKE VILLAGE CA 91362 0 1 0 0 Pres. of Music & Arts Centers Common Stock 2007-10-09 4 D 0 994 63 D 0 D Employee Stock Option (right to buy) 53.78 2007-10-09 4 D 0 7000 9.22 D 2016-04-29 Common Stock 7000 0 D Employee Stock Option (right to buy) 64.66 2007-10-09 4 D 0 7000 D 2015-07-28 Common Stock 7000 0 D Performance Rights 0 2007-10-09 4 D 0 7636.5 63 D 2007-12-31 Common Stock 7636.5 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. This option, which provided for vesting in four 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. This represents the difference between the merger consideration of $63 per share and the option price. All options with a price above the merger consideration of $63 per share were cancelled in the merger 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 $481,099.50, representing the number of rights multiplied by the merger consideration of $63 per share. Leland P. Smith (attorney in fact) 2007-10-11