X0303 4 2011-06-20 1 0001502034 GNC HOLDINGS, INC. GNC 0001247154 KAPLAN BETH J C/O GNC HOLDINGS, INC. 300 SIXTH AVENUE PITTSBURGH PA 15222 0 0 0 1 Former Officer & Director Stock Option (right to buy) 10.39 2011-06-20 4 D 0 865813 D 2011-08-19 Class A common stock, par value $0.001 (''Common Stock'') 865813 9187 D Stock Option (right to buy) 10.39 2011-06-20 4 A 0 865813 A 2011-11-26 Common Stock 865813 865813 D Effective June 20, 2011, Ms. Kaplan resigned from all of her positions with GNC Holdings, Inc. and its subsidiaries. The two reported transactions involve an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and grant of a replacement option. The option, as originally granted on January 2, 2008, represented a right to purchase up to 875,000 shares of Common Stock, vested in four installments (20% on January 2, 2009, 20% on January 2, 2010, 30% on January 2, 2011 and 30% on January 2, 2012) and provided for an option exercise period of 60 days from the effective date of Ms. Kaplan's resignation. The amendment extended the exercise period with respect to up to 865,813 shares of Common Stock subject to the option from August 19, 2011 to November 26, 2011. In addition, pursuant to the terms of her employment agreement, the vesting of 262,500 shares scheduled to vest on January 2, 2012 was accelerated to the effective date of Ms. Kaplan's resignation. The exercise period with respect to the remaining 9,187 shares of Common Stock subject to the option expires August 19, 2011, which is 60 days from the effective date of Ms. Kaplan's resignation. /s/ Gerald J. Stubenhofer, Jr., by power of attorney 2011-06-22