Sec Form 4 Filing - Sander James M @ Vitamin Shoppe, Inc. - 2012-03-01

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 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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1. Name and Address of Reporting Person Sander James M 2. Issuer Name and Ticker or Trading Symbol Vitamin Shoppe, Inc. [ VSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP & General Counsel (Last) (First) (Middle) 2101 91ST STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2012 (Street) NORTH BERGEN, NJ07047 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock ( 1 ) 05/10/2012 M 10,000 A $ 17.19 18,081 D Common Stock ( 1 ) 05/10/2012 S 10,000 D $ 53.12 8,081 D Common Stock ( 1 ) 05/11/2012 M 3,692 A $ 17.19 11,773 D Common Stock ( 1 ) 05/11/2012 S 3,692 D $ 54.39 8,081 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option $ 17.19 05/10/2012 M 10,000 ( 2 ) 11/17/2018 Common 10,000 $ 0 18,290 D Employee Stock Option $ 17.19 05/11/2012 M 3,692 ( 2 ) 11/17/2018 Common 3,692 $ 0 14,598 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sander James M 2101 91ST STREET NORTH BERGEN, NJ07047 VP & General Counsel Signatures /s/ James M. Sander 05/14/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 328 shares acquired at $19.58 per share, 158 shares acquired at 22.10 per share, 147 shares acquired at 23.73 per share, 124 shares acquired at 28.36 per share, 125 shares acquired at 28.82 per share, 113 shares acquired at 31.82 per share, 116 shares acquired at 30.85 per share and 328 shares acquired at 34.26 under the Vitamin Shoppe 2010 Employee Stock Purchase Plan on June 30, 2010, September 30, 2010, December 31, 2010, March 31, 2011, June 30, 2011, September 30, 2011, December 30, 2011, and March 31, 2012 respectively. ( 2 )Options vest in four equal annual installments beginning on November 17, 2008.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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