Sec Form 4 Filing - MARKEE RICHARD L @ Vitamin Shoppe, Inc. - 2014-03-03

Insider filing report for Changes in Beneficial Ownership
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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
MARKEE RICHARD L
2. Issuer Name and Ticker or Trading Symbol
Vitamin Shoppe, Inc. [ VSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
2101 91ST STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2014
(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 03/03/2014 M( 1 ) 10,000 A $ 15.11 66,470 ( 2 ) D
Common Stock 03/03/2014 S( 1 ) 10,000 D $ 46.29 ( 3 ) 56,470 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
Stock Option (Right to buy Common Stock) $ 15.11 03/03/2014 M 10,000 ( 4 ) 09/08/2019 Common Stock 10,000 $ 15.11 183,121 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARKEE RICHARD L
2101 91ST STREET
NORTH BERGEN, NJ07047
X See Remarks
Signatures
/s/ Jean W. Frydman, attorney-in-fact 03/04/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 17, 2013.
( 2 )Includes 284 shares acquired at $19.58 per share, 274 shares acquired at $22.10 per share, 254 shares acquired at $23.73 per share, 213 shares acquired at $28.36 per share, 144 shares acquired at $28.82 per share, 126 shares acquired at $31.82 per share, 130 shares acquired at $30.85 per share, 507 shares acquired at $34.26 per share, 106 shares acquired at $37.75 per share, 82 shares acquired at $47.66 per share 97 shares at $41.52 per share, 97 shares at $38.11 per share, 107 shares at $37.19 and 107 shares at $37.58 per share under the Vitamin Shoppe 2010 Employee Stock Purchase Plan on June 30, 2010, September 30, 2010, December 30, 2010, March 30, 2011, June 30, 2011, September 30, 2011, December 30, 2011, March 30, 2012, June 29, 2012, September 28, 2012, March 28, 2013, June 28, 2013. September 30, 2013 and December 31, 2013 respectively.
( 3 )The $46.29 sale price is the average sale price from forty six (46) trades.
( 4 )Options vest in sixteen equal quarterly installments beginning September 8, 2009.

Remarks:
Executive Chairman of the Board

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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