Sec Form 4/A Filing - Blackstone Holdings II L.P. @ Vitamin Shoppe, Inc. - 2010-05-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Blackstone Holdings II L.P.
2. Issuer Name and Ticker or Trading Symbol
Vitamin Shoppe, Inc. [ VSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/25/2010
(Street)
NEW YORK, NY10154
4. If Amendment, Date Original Filed (MM/DD/YY)
03/16/2010
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 ) 05/25/2010 S 13,327 D $ 22.325 555 I See footnotes ( 1 ) ( 3 )
Common Stock ( 2 ) 05/25/2010 S 555 D $ 22.325 0 I See footnotes ( 2 ) ( 3 )
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 Share s
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blackstone Holdings II L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings I/II GP Inc
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Mezzanine Management Associates L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Mezzanine Associates L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
BLACKSTONE MEZZANINE PARTNERS LP
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
BMP Side-by-Side GP L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Mezzanine Holdings L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Group Management L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Group L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
SCHWARZMAN STEPHEN A
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
/s/ Marisa J. Beeney, Authorized Signatory, Blackstone Mezzanine Management Associates L.L.C., its General Partner, Blackstone Mezzanine Associates L.P., its General Partner for BLACKSTONE MEZZANINE PARTNERS L.P. 05/26/2010
Signature of Reporting Person Date
/s/ Marisa J. Beeney, Authorized Signatory, BMP Side-by-Side GP L.L.C., its General Partner for BLACKSTONE MEZZANINE HOLDINGS L.P. 05/26/2010
Signature of Reporting Person Date
/s/ Marisa J. Beeney, Authorized Signatory for BLACKSTONE MEZZANINE MANAGEMENT ASSOCIATES L.L.C. 05/26/2010
Signature of Reporting Person Date
/s/ Marisa J. Beeney, Authorized Signatory, Blackstone Mezzanine Management Associates L.L.C., its General Partner for BLACKSTONE MEZZANINE ASSOCIATES L.P 05/26/2010
Signature of Reporting Person Date
/s/ Marisa J. Beeney, Authorized Signatory for BMP SIDE-BY-SIDE GP L.L.C. 05/26/2010
Signature of Reporting Person Date
/s/ Robert L. Friedman, Authorized Signatory, Blackstone Holdings I/II GP Inc., its General Partner for BLACKSTONE HOLDINGS II L.P. 05/26/2010
Signature of Reporting Person Date
/s/ Robert L. Friedman, Authorized Signatory for BLACKSTONE HOLDINGS I/II GP INC. 05/26/2010
Signature of Reporting Person Date
/s/ Robert L. Friedman, Authorized Signatory, Blackstone Group Management L.L.C., its General Partner for THE BLACKSTONE GROUP L.P. 05/26/2010
Signature of Reporting Person Date
/s/ Robert L. Friedman, Authorized Signatory for BLACKSTONE GROUP MANAGEMENT L.L.C. 05/26/2010
Signature of Reporting Person Date
/s/ Stephen A. Schwarzman 05/26/2010
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Securities acquired or disposed of represent securities directly beneficially owned by Blackstone Mezzanine Partners L.P. Blackstone Mezzanine Management Associates L.L.C. is the general partner of Blackstone Mezzanine Associates L.P. which is the general partner of Blackstone Mezzanine Partners L.P.
( 2 )Securities acquired or disposed of represent securities directly beneficially owned by Blackstone Mezzanine Holdings L.P. BMP Side-by-Side GP L.L.C. is the general partner of Blackstone Mezzanine Holdings L.P.
( 3 )Blackstone Holdings II L.P. is the managing member of Blackstone Mezzanine Management Associates L.L.C. and the sole member of BMP Side-by-Side GP L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P. The Blackstone Group L.P. is the sole shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Mr. Schwarzman is the founding member of Blackstone Group Management L.L.C.

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