0000899243-19-000563.txt : 20190104 0000899243-19-000563.hdr.sgml : 20190104 20190104180714 ACCESSION NUMBER: 0000899243-19-000563 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190102 FILED AS OF DATE: 20190104 DATE AS OF CHANGE: 20190104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harbin Pharmaceutical Group Co., Ltd. CENTRAL INDEX KEY: 0001759402 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35113 FILM NUMBER: 19511492 BUSINESS ADDRESS: STREET 1: NO. 68, LIMINWEST FOURTH STREET STREET 2: LIMIN DEVELOPMENT ZONE CITY: HARBIN STATE: F4 ZIP: 150000 BUSINESS PHONE: (86) 0451-51961111 MAIL ADDRESS: STREET 1: NO. 68, LIMINWEST FOURTH STREET STREET 2: LIMIN DEVELOPMENT ZONE CITY: HARBIN STATE: F4 ZIP: 150000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GNC HOLDINGS, INC. CENTRAL INDEX KEY: 0001502034 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 208536244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 288-4600 MAIL ADDRESS: STREET 1: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: GNC ACQUISITION HOLDINGS INC. DATE OF NAME CHANGE: 20100924 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-01-02 0 0001502034 GNC HOLDINGS, INC. GNC 0001759402 Harbin Pharmaceutical Group Co., Ltd. NO. 68 LIMIN WEST FOURTH STREET LIMIN DEVELOPMENT ZONE HARBIN F4 CHINA 0 0 1 0 Series A Convertible Preferred Stock 5.35 2019-01-02 4 A 0 50000 1000.00 A Class A Common Stock 9345794 150000 D 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: (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. 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. Harbin Pharmaceutical Group Co., Ltd. By: /s/ Hsing Chow, Authorized Signatory 2019-01-04