X0306 4 2013-07-25 0 0001502034 GNC HOLDINGS, INC. GNC 0001372094 Dowd Thomas C/O 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'') 2013-07-25 4 M 0 27000 7.50 A 67719 D Common Stock 2013-07-25 4 S 0 27000 49.1765 D 40719 D Stock Option (right to buy) 7.50 2013-07-25 4 M 0 27000 0 D 2017-03-15 Common Stock 27000 60044 D These shares (the "10b5-1 Plan Shares") were sold pursuant to a Rule 10b5-1 sales plan adopted by Mr. Dowd on May 30, 2013 and in multiple transactions at prices ranging from $49.00 to $49.63 per share. The price reported reflects the weighted average price. Mr. Dowd undertakes to provide the issuer, any security holder of the issuer or the staff of the Securities and 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 the right to purchase 177,044 shares of Common Stock (a portion of which was previously exercised), vested in five equal installments on March 16, 2008, 2009, 2010, 2011 and 2012. /s/ Gavin O'Connor, Attorney-in-Fact 2013-07-29