SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LIVINGSTON LARRY
(Last) (First) (Middle)
C/O GUITAR CENTER, INC.
5795 LINDERO CANYON ROAD
(Street)
WESTLAKE VILLAGE CA 91362
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GUITAR CENTER INC [ GTRC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/09/2007 D 363 D $63(1) 0 D
Common Stock(2) 10/09/2007 D 1,086 D $63(2) 0 D
Common Stock(3) 10/09/2007 D 1,700 D $63(3) 0 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $16.11 10/09/2007 D 5,000 (4) 02/22/2012 Common Stock 5,000 $46.89(5) 0 D
Stock Option (right to buy) $23.15 10/09/2007 D 4,666 (6) 04/30/2013 Common Stock 4,666 $39.85(5) 0 D
Deferred Stock Unit $0 10/09/2007 D 1,984 (7) (7) Common Stock 1,984 $63(7) 0 D
Deferred Stock Unit $0 10/09/2007 D 2,496 (8) (8) Common Stock 2,496 $63(8) 0 D
Explanation of Responses:
1. Cancelled pursuant to the merger agreement among the registrant, VH AcquisitionCo, Inc. and VH MergerSub, Inc. in exchange for the merger consideration of $63 per share.
2. Represents Restricted Stock. Immediately prior to the merger among the registrant, VHAcquistion Co., Inc. and VH Merger Sub, Inc., the Restricted Stock Awards were cancelled in exchange for a cash payment of $68,418.00, representing merger consideration of $63 per share of common stock subject to such Restricted Stock Award.
3. Represents Restricted Stock. Immediately prior to the merger among the registrant, VHAcquistion Co., Inc. and VH Merger Sub, Inc., the Restricted Stock Awards were cancelled in exchange for a cash payment of $107,100.00, representing merger consideration of $63 per share of common stock subject to such Restricted Stock Award.
4. This option, which provided for vesting in four equal installments beginning February 22, 2002, was cancelled pursuant to the merger agreement in exchange for a cash payment representing the number of options multiplied by the difference between the exercise price of the option and the merger consideration of $63 per share.
5. This represents the difference between the merger consideration of $63 per share and the option price.
6. This option, which provided for vesting in four equal installments beginning April 30, 2003, was cancelled pursuant to the merger agreement in exchange for a cash payment representing the number of options multiplied by the difference between the exercise price of the option and the merger consideration of $63 per share.
7. Immediately prior to the merger among the registrant, VH AcquistionCo, Inc. and VH MergerSub, Inc., the Deferred Stock Units, which originally vested in three equal annual installments from May 10, 2007, were cancelled in exchange for a cash payment of $124,992.00, representing merger consideration of $63 per share of common stock subject to such Deferred Stock Units.
8. Immediately prior to the merger among the registrant, VH AcquistionCo, Inc. and VH MergerSub, Inc., the Deferred Stock Units, which originally vested in three equal annual installments from April 28, 2006, were cancelled in exchange for a cash payment of $155,248.00, representing merger consideration of $63 per share of common stock subject to such Deferred Stock Units.
Leland P. Smith (attorney-in-fact) 10/11/2007
** Signature of Reporting Person Date
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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