Edgar Filing: GNC HOLDINGS, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KAPLAN BETH J

2. Issuer Name and Ticker or Trading Symbol
GNC HOLDINGS, INC. [GNC]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former Officer & Director

(Last)

(First)

(Middle)

C/O GNC HOLDINGS, INC., 300 SIXTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2011

(Street)

PITTSBURGH, PA 15222

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 10.39

06/20/2011

D⁽¹⁾⁽²⁾⁽³⁾

865,813

⁽¹⁾⁽²⁾⁽³⁾

08/19/2011⁽¹⁾⁽²⁾⁽³⁾

Class A common stock, par value $0.001 (''Common Stock'')

865,813

⁽¹⁾ ⁽²⁾ ⁽³⁾

9,187 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Stock Option (right to buy)

$ 10.39

06/20/2011

A⁽¹⁾⁽²⁾⁽³⁾

865,813

⁽¹⁾⁽²⁾⁽³⁾

11/26/2011⁽¹⁾⁽²⁾⁽³⁾

Common Stock

865,813

⁽¹⁾ ⁽²⁾ ⁽³⁾

865,813 ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KAPLAN BETH J C/O GNC HOLDINGS, INC. 300 SIXTH AVENUE PITTSBURGH, PA 15222				Former Officer & Director

Signatures

/s/ Gerald J. Stubenhofer, Jr., by power of attorney		06/22/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	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.
(2)	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.
(3)	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.

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