Sec Form 4 Filing - Ramanathan Guru @ GNC HOLDINGS, INC. - 2017-02-22

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 Ramanathan Guru 2. Issuer Name and Ticker or Trading Symbol GNC HOLDINGS, INC. [ GNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Chief Innovation Officer (Last) (First) (Middle) C/O GNC HOLDINGS, INC., 300 SIXTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2017 (Street) PITTSBURGH,, PA15222 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 02/22/2017 A 10,941 ( 1 ) A $ 0 45,012 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) $ 7.99 ( 2 ) 02/22/2017 A 26,571 ( 3 ) 02/22/2027 Common Stock 26,571 $ 0 26,571 D Performance Share Units ( 4 ) 02/22/2017 A 14,588 ( 4 ) 12/31/2019 Common Stock 14,588 $ 0 14,588 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ramanathan Guru C/O GNC HOLDINGS, INC. 300 SIXTH AVENUE PITTSBURGH,, PA15222 SVP, Chief Innovation Officer Signatures /s/Gavin M. O'Connor, by power of attorney 02/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units ("RSUs") granted under the Issuer's 2015 Stock and Incentive Plan, each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock, par value $.001 per share (the "Common Stock"). The RSUs vest in three equal installments on each February 22, 2018 through 2020, provided that the holder thereof remains employed by the Issuer on the relevant vesting date. ( 2 )Based on the February 22, 2017 closing price for a share of the Common Stock on the New York Stock Exchange. ( 3 )The options, which were granted under the Issuer's 2015 Stock and Incentive Plan, vest in four equal installments on each February 22, 2018 through 2021, provided that the holder thereof remains employed by the Issuer on the relevant vesting date. ( 4 )Each performance share unit represents a contingent right granted under the Issuer's 2015 Stock and Incentive Plan to receive one share of the Issuer's Common Stock. The performance share units vest dependent upon the Issuer's total shareholder return.

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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