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