Sec Form 4 Filing - TRUESDALE ANTHONY N @ Vitamin Shoppe, Inc. - 2014-11-06

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person TRUESDALE ANTHONY N 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) Chief Executive Officer (Last) (First) (Middle) 2101 91ST STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2014 (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 11/06/2014 M 21,250 A $ 23 123,982 ( 1 ) ( 2 ) D Common Stock 11/06/2014 S 21,250 D $ 45.8 ( 3 ) 102,732 D Common Stock 11/06/2014 M 29,546 A $ 34.19 132,278 D Common Stock 11/06/2014 S 29,546 D $ 45.8 ( 3 ) 102,732 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) $ 23 11/06/2014 M 21,250 ( 4 ) 04/06/2020 Common Stock 21,250 $ 23 0 D Stock Option (Right to Buy Common Stock) $ 34.19 11/06/2014 M 29,546 ( 5 ) 04/04/2021 Common Stock 29,546 $ 34.19 17,919 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TRUESDALE ANTHONY N 2101 91ST STREET NORTH BERGEN, NJ07047 X Chief Executive Officer Signatures /s/ Jean W. Frydman, attorney-in-fact 11/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 296 shares acquired at $19.58 per share, 285 shares acquired at $22.10 per share, 60 shares acquired at $28.36 per share, 59 shares acquired at $28.82 per share, 54 shares acquired at $31.82 per share, 55 shares acquired at $30.85 per share, 324 shares acquired at $34.26, 45 shares acquired at $37.75 per share, 36 shares acquired at $47.66 per share, 35 shares acquired at $48.76, 44 shares acquired at $41.52 per share, 50 shares acquired at $38.11 per share, 51 shares acquired at $37.19 per share, 51 shares acquired at $37.58 per share, 46 shares acquired at $40.39 per share, 51 shares acquired at $36.57 per share and 53 shares acquired at $37.36 under(Continued in footnote 2) ( 2 )the Vitamin Shoppe 2010 Employee Stock Purchase Plan on June 30, 2010, September 30, 2010, March 30, 2011, June 30, 2011, September 30, 2011, December 30, 2011, March 30, 2012, June 29, 2012, September 28, 2012, December 31, 2012, March 28, 2013, June 28, 2013, September 30, 2013, December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014 respectively. ( 3 )The $45.80 price is the average weighted price from a range of 64 trades occurring on 11/06/2014. ( 4 )Options vest in four equal annual installments beginning on April 6, 2010. ( 5 )Options vest in four equal annual installments beginning on April 4, 2011.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.