X0201 4 2003-08-12 0 0001021113 GUITAR CENTER INC GTRC 0001106607 JP MORGAN PARTNERS BHCA LP C/O J.P. MORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS - 40TH FLOOR NEW YORK NY 10020 0 0 1 0 Common Stock 2003-08-12 4 S 0 15000 32.90 D 1112175 I see footnote Common Stock 2003-08-12 4 S 0 10000 32.94 D 1112175 I see footnote Common Stock 2003-08-12 4 S 0 30000 32.95 D 1112175 I see footnote Common Stock 2003-08-12 4 S 0 10000 33.32 D 1112175 I see footnote Stock Option (right to purchase) 16.6500 2002-07-26 2011-07-26 Common Stock 666 666 I see footnote Stock Option (right to purchase) 19.4750 2003-05-03 2012-05-03 Common Stock 4666 4666 I see footnote Stock Option (right to purchase) 19.2350 2004-04-26 2011-04-26 Common Stock 1666 1666 I see footnote Stock Option (right to purchase) 23.150 2004-04-30 2013-04-30 Common Stock 7000 7000 I see footnote The amounts shown represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (SBIC), LLC ("JPM SBIC") and the Reporting Person. These options become exercisable in three annual installments, commencing July 27, 2002, July 27, 2003 and July 27, 2004. The stock options were granted to Jeffrey Walker, a director of the Issuer, the President of JPM SBIC and a limited partner of JPMP Master Fund Manager, L.P., the general partner of JPM BHCA. Mr. Walker is obligated to exercise the options, and to transfer any shares issued under the stock options to JPM SBIC, at the request of JPM SBIC. These options become exercisable in annual installments, commencing May 3, 2003, May 3, 2004 and May 3, 2005. These options become exercisable in three annual installments, commencing May 3, 2004, May 3, 2005 and May 3, 2006. The amount shown in the last row of Table II represent the beneficial ownership of the Issuer's equity securities by JPM SBIC, a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the sole member of JPM SBIC. Jeffrey C. Walker 2003-08-14