SEC FORM 4

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^*

OBrien Kenneth Moore

(Last)

(First)

(Middle)

C/O GUITAR CENTER

5795 LINDERO CANYON RD.

(Street)

WESTLAKE VILLAGE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. of Music & Arts Centers

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/09/2007		D		994	D	$63⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$53.78	10/09/2007		D			7,000	⁽²⁾	04/29/2016	Common Stock	7,000	$9.22⁽³⁾	0	D
Employee Stock Option (right to buy)	$64.66	10/09/2007		D			7,000	⁽⁴⁾	07/28/2015	Common Stock	7,000	⁽⁴⁾	0	D
Performance Rights	$0	10/09/2007		D			7,636.5	⁽⁵⁾	12/31/2007	Common Stock	7,636.5	$63⁽⁵⁾	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. This option, which provided for vesting in four equal installments beginning 4/29/2006, 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.

3. This represents the difference between the merger consideration of $63 per share and the option price.

4. All options with a price above the merger consideration of $63 per share were cancelled in the merger and no payment will be made thereon.

5. These performance shares, issued under the issuers 2005 Long Term Incentive Plan and 2006 Long Term Incentive Plan vest at the rate of 50%, in accordance with the terms of those plans. These performance shares represent 50% of the total number of shares that could have been issued under the plans. Pursuant to the merger agreement, the performance shares were cancelled in exchange for an aggregate cash payment of $481,099.50, representing the number of rights multiplied by the merger consideration of $63 per share.

	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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