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^*

Claerhout Andrew

(Last)

(First)

(Middle)

C/O ONTARIO TEACHERS' PENSION PLAN BOARD

5650 YONGE STREET

(Street)

TORONTO, ONTARIO

M2M 4H5

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2011

3. Issuer Name and Ticker or Trading Symbol
GNC ACQUISITION HOLDINGS INC. [ GNC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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)

Explanation of Responses:

Remarks:

Mr. Claerhout is a Vice President of Teachers' Private Capital, the private equity arm of Ontario Teachers' Pension Plan Board ("OTPP"). OTPP owns shares of Class A common stock, par value $0.001 per share, Series B common stock, par value $0.001 per share, and shares of Series A preferred stock, par value $0.001 per share, of GNC Holdings, Inc. (the "Issuer"). Mr. Claerhout expressly disclaims beneficial ownership of the securities of the Issuer owned by OTPP, except to the extent of any pecuniary interest therein, and the filing of this Form 3 shall not be deemed an admission that Mr. Claerhout is the beneficial owner of or has any pecuniary interest in any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Exhibit List Exhibit 24 - Power of Attorney

No securities are beneficially owned.

	/s/ Roman Duch, by power of attorney	03/31/2011
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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