SEC Form 4 · accession 0000899243-19-000563
GNC HOLDINGS, INC. · GNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 6:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001502034
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2,F3 | $5.35 | Jan 2, 2019 | A | 50,000 | A | — | — | Class A Common Stock | 9,345,794 | 150,000 | D |
Explanation of responses
- F1On February 13, 2018, the Issuer entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Harbin Pharmaceutical Group Holdings Co., Ltd., whose rights and obligations were subsequently assigned to Harbin Pharmaceutical Group Co., Ltd. ("Harbin"), pursuant to which the Issuer agreed to issue and sell to Harbin, and Harbin agreed to purchase from the Issuer, 299,500 shares of Series A Convertible Preferred Stock for a purchase price of $1,000 per share (the "Securities Purchase"). On November 7, 2018, the Issuer and Harbin entered into an Amendment to the Securities Purchase Agreement, pursuant to which the Issuer and Harbin agreed, among other things, to complete the Securities Purchase as follows:
- F2(Continued from Footnote 1) (i) 100,000 shares of Series A Convertible Preferred Stock that were issued on November 8, 2018 for a total purchase price of $100,000,000, (ii) 50,000 shares of Series A Convertible Preferred Stock to be issued on December 28, 2018 for a total purchase price of $50,000,000 (the "Second Issuance") and (iii) 149,950 shares of Series A Convertible Preferred Stock to be issued on February 13, 2019 for a total purchase price of $149,950,000. On January 2, 2019, the Issuer and Harbin consummated the Second Issuance.
- F3Each share of Series A Convertible Preferred Stock accrues dividends quarterly at an annual rate of 6.50% of the Stated Value. Dividends are payable, at the Issuer's option, in cash or in kind by issuing additional shares of Series A Convertible Preferred Stock or by increasing the Stated Value by the amount per share of the dividend, or a combination thereof. Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, into a number of shares of the Issuer's Class A Common Stock calculated by dividing the Stated Value, plus any accumulated and unpaid dividends on such share of Series A Convertible Preferred Stock, by the conversion price. "Stated Value" means a per share value of $1,000, subject to increase in connection with the payment of dividends in kind as described above.