SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SHAH CAPITAL MANAGEMENT

(Last)

(First)

(Middle)

8601 SIX FORKS ROAD

SUITE 630

(Street)

RALEIGH

27615

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2017

3. Issuer Name and Ticker or Trading Symbol
Vitamin Shoppe, Inc. [ VSI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	171,000	I	See Footnote 1⁽¹⁾
COMMON STOCK	2,914,500	I	See Footnote 2⁽²⁾
COMMON STOCK⁽⁴⁾	29,000⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Represent shares of common stock deemed to be owned beneficially by Shah Capital Management, Inc. (SCM) solely as a result of its discretionary power over such shares as investment adviser to its separately managed account clients.

2. Represents shares of common stock owned by Shah Capital Opportunity Fund LP (the "Fund") which could be deemed to be owned beneficially by (i) SCM solely as a result of its discretionary power over such shares as investment adviser to the Fund, and (ii) Shah Capital LLC as general partner to the Fund.

3. Represents shares held by Himanshu H. Shah directly. Mr. Shah is President of SCM and the Managing Member of Shah Capital LLC and holds a controlling percentage of the outstanding voting securities of both entities. As a result of his position with and ownership of these entities he could be deemed the beneficiary of the shares beneficially owned by Shah Capital LLC on behalf of the Fund, and SCM for separately managed account clients and those held by the Fund. Mr. Shah disclaims beneficial ownership of shares beneficially owned by SCM, Shah Capital LLC and the Fund except to the extent of his pecuniary interest in such shares.

4. This filing is being made by SCM, Shah Capital LLC, the Fund and Mr. Shah. Holdings reported herein are current as of November 20, 2017.

Remarks:

The Joint Filing Agreement of Shah Capital Management, Inc, Shah Capital LLC, Shah Capital Opportunity Fund and Himanshu H. Shah is attached hereto as Exhibit 99

	Himanshu H. Shah	11/21/2017
	** 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 5 (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.
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