SEC Form 4 · accession 0001382963-17-000156
GNC HOLDINGS, INC. · GNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Martindale
Officer — Chief Executive Officer · Director
Period of report
Sep 11, 2017
Accepted (ET)
Sep 13, 2017 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001502034
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 11, 2017 | A | 67,040 | $0.00 | A | 67,040 | D | |
| Common StockF2 | Sep 11, 2017 | A | 106,146 | $0.00 | A | 173,186 | D | |
| Common StockF3 | Sep 11, 2017 | A | 346,370 | $0.00 | A | 519,556 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4,F5 | $8.95 | Sep 11, 2017 | A | 519,126 | A | — | Sep 11, 2027 | Common Stock | 519,126 | 519,126 | D |
Explanation of responses
- F167,040 restricted shares granted under the 2017 Inducement Award, each of which represents a vested share of the Issuer's Class A Common Stock, par value $0.001 per share ("Common Stock"), subject to transfer restrictions lapsing on the earliest to occur of (i) the third anniversary of grant; (ii) Change in Control, or (iii) the awardee's death, Disability or separation from service for any reason, as such terms are defined in the underlying 2017 Inducement Award agreement.
- F2106,146 restricted shares, which vest on the last trading day of 2017, subject to acceleration to the extent necessary to cover the applicable Section 83(b) Tax Liability, as defined in the underlying 2017 Inducement Award agreement, upon a taxable event resulting from a Section 83(b) election.
- F3346,370 restricted shares, which vest in three equal installments on each anniversary of the grant date, September 11, 2017, subject to acceleration, with respect to 134,079 of such shares, to the extent necessary to cover the applicable Section 83(b) Tax Liability, as defined in the underlying Inducement Award agreement, upon a taxable event resulting from a Section 83(b) election.
- F4Based on the September 11, 2017 closing price for a share of the Common Stock on the New York Stock Exchange.
- F5The options vest in three equal installments on each anniverary of the grant date, September 11, 2017.