X0304 4 2011-10-31 0 0001502034 GNC HOLDINGS, INC. GNC 0001372094 Dowd Thomas GNC HOLDINGS, INC. 300 SIXTH AVENUE PITTSBURGH PA 15222 0 1 0 0 EVP, CMO and General Manager Class A common stock, par value $0.001 (''Common Stock'') 2011-10-31 4 M 0 49799 5 A 71973 D Common Stock 2011-10-31 4 S 0 49799 25.0613 D 22174 D Stock Option (right to buy) 5 2011-10-31 4 M 0 49799 0 D 2017-03-15 Common Stock 49799 127245 D These shares (the "10b5-1 Plan Shares") were sold pursuant to a Rule 10b5-1 sales plan adopted by Mr. Dowd on September 12, 2011. The 10b5-1 Plan Shares were sold in multiple transactions at prices ranging from $25.00 to $25.28, inclusive, and the price reported reflects the weighted average price at which the 10b5-1 Plan Shares were sold. Mr. Dowd undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Option granted on March 16, 2007. This option, representing a right to purchase 177,044 shares of Common Stock, vests in five equal installments on March 16, 2008, 2009, 2010, 2011 and 2012. /s/ Gavin O'Connor, by power of attorney 2011-11-01