0001382963-17-000041.txt : 20170224 0001382963-17-000041.hdr.sgml : 20170224 20170224163732 ACCESSION NUMBER: 0001382963-17-000041 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170222 FILED AS OF DATE: 20170224 DATE AS OF CHANGE: 20170224 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tolivar Tricia K. CENTRAL INDEX KEY: 0001635451 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35113 FILM NUMBER: 17637932 MAIL ADDRESS: STREET 1: C/O GNC HOLDINGS, INC. STREET 2: 300 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-02-22 0001502034 GNC HOLDINGS, INC. GNC 0001635451 Tolivar Tricia K. C/O GNC HOLDINGS, INC. 300 SIXTH AVENUE PITTSBURGH, PA 15222 0 1 0 0 EVP, Chief Financial Officer Common Stock 2017-02-22 4 A 0 32802 0 A 59980 D Stock Option (right to buy) 7.99 2017-02-22 4 A 0 100000 0 A 2027-02-22 Common Stock 100000 100000 D Performance Share Units 2017-02-22 4 A 0 43736 0 A 2019-12-31 Common Stock 43736 43736 D Restricted stock units ("RSUs") granted under the Issuer's 2015 Stock and Incentive Plan, each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock, par value $.001 per share (the "Common Stock"). The RSUs vest in three equal installments on each February 22, 2018 through 2020, provided that the holder thereof remains employed by the Issuer on the relevant vesting date. Based on the February 22, 2017 closing price for a share of the Common Stock on the New York Stock Exchange. The options, which were granted under the Issuer's 2015 Stock and Incentive Plan, vest in four equal installments on each February 22, 2018 through 2021, provided that the holder thereof remains employed by the Issuer on the relevant vesting date. Each performance share unit represents a contingent right granted under the Issuer's 2015 Stock and Incentive Plan to receive one share of the Issuer's Common Stock. The performance share units vest dependent upon the Issuer's total shareholder return. Exhibit 24 - Power of Attorney /s/Gavin M. O'Connor, by power of attorney 2017-02-24 EX-24 2 poatolivar.htm POA

LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING OBLIGATIONS

       The undersigned hereby makes, constitutes and appoints each of Gavin M. O'Connor and

David J. Sullivan, and each with the power to appoint his substitute, as the undersigned's true and lawful

attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place

and stead of the undersigned to:

       1. prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any

amendments thereto) with respect to the securities of GNC Holdings, Inc., a Delaware corporation (the

Company), with the United States Securities and Exchange Commission, any national securities

exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities

Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to

time (the Exchange Act);

       2. seek or obtain, as the undersigned's representative and on the undersigned's behalf,

information on transactions in the Company's securities from any third party, including brokers,

employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person

to release any such information to the undersigned and approves and ratifies any such release of

information; and

       3. perform any and all other acts which in the discretion of such attorney-in-fact are

necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

       The undersigned acknowledges that:

       1. this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in

their discretion on information provided to such attorney-in-fact without independent verification of such

information;

       2. any documents prepared and/or executed by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney will be in such form and will contain such information

and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

       3. neither the Company nor such attorney-in-fact assumes (i) any liability for the

undersigned's responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the

undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the

undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

       4. this Power of Attorney does not relieve the undersigned from responsibility for

compliance with the undersigned's obligations under the Exchange Act, including without limitation the

reporting requirements under Section 16 of the Exchange Act.

       The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority

to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in

and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do

if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited

Power of Attorney.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in

securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered

to such attorney-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as

of this 21 day of February, 2017.



/s/ Tricia K. Tolivar

Tricia K. Tolivar

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