Sec Form 4 Filing - Harbin Pharmaceutical Group Co., Ltd. @ GNC HOLDINGS, INC. - 2019-01-02

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 Harbin Pharmaceutical Group Co., Ltd. 2. Issuer Name and Ticker or Trading Symbol GNC HOLDINGS, INC. [ GNC] 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) NO. 68 LIMIN WEST FOURTH STREET, LIMIN DEVELOPMENT ZONE 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2019 (Street) HARBIN, F4 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

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 Series A Convertible Preferred Stock $ 5.35 01/02/2019 A 50,000 ( 1 ) ( 2 ) ( 3 ) ( 3 ) Class A Common Stock 9,345,794 $ 1,000 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harbin Pharmaceutical Group Co., Ltd. NO. 68 LIMIN WEST FOURTH STREET LIMIN DEVELOPMENT ZONE HARBIN, F4 X Signatures Harbin Pharmaceutical Group Co., Ltd. By: /s/ Hsing Chow, Authorized Signatory 01/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 13, 2018, the Issuer entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Harbin Pharmaceutical Group Holdings Co., Ltd., whose rights and obligations were subsequently assigned to Harbin Pharmaceutical Group Co., Ltd. ("Harbin"), pursuant to which the Issuer agreed to issue and sell to Harbin, and Harbin agreed to purchase from the Issuer, 299,500 shares of Series A Convertible Preferred Stock for a purchase price of $1,000 per share (the "Securities Purchase"). On November 7, 2018, the Issuer and Harbin entered into an Amendment to the Securities Purchase Agreement, pursuant to which the Issuer and Harbin agreed, among other things, to complete the Securities Purchase as follows: ( 2 )(Continued from Footnote 1) (i) 100,000 shares of Series A Convertible Preferred Stock that were issued on November 8, 2018 for a total purchase price of $100,000,000, (ii) 50,000 shares of Series A Convertible Preferred Stock to be issued on December 28, 2018 for a total purchase price of $50,000,000 (the "Second Issuance") and (iii) 149,950 shares of Series A Convertible Preferred Stock to be issued on February 13, 2019 for a total purchase price of $149,950,000. On January 2, 2019, the Issuer and Harbin consummated the Second Issuance. ( 3 )Each share of Series A Convertible Preferred Stock accrues dividends quarterly at an annual rate of 6.50% of the Stated Value. Dividends are payable, at the Issuer's option, in cash or in kind by issuing additional shares of Series A Convertible Preferred Stock or by increasing the Stated Value by the amount per share of the dividend, or a combination thereof. Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, into a number of shares of the Issuer's Class A Common Stock calculated by dividing the Stated Value, plus any accumulated and unpaid dividends on such share of Series A Convertible Preferred Stock, by the conversion price. "Stated Value" means a per share value of $1,000, subject to increase in connection with the payment of dividends in kind as described above.

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).

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