FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Martindale Kenneth 		2. Issuer Name and Ticker or Trading Symbol

GNC HOLDINGS, INC. [ GNC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O GNC HOLDINGS, INC., 300 SIXTH AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/11/2017
(Street)

PITTSBURGH, PA 15222
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   9/11/2017     A    67040   (1) A $0   67040   D  
 
Common Stock   9/11/2017     A    106146   (2) A $0   173186   D  
 
Common Stock   9/11/2017     A    346370   (3) A $0   519556   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $8.95   (4) 9/11/2017     A      519126         (5) 9/11/2027   Common Stock   519126   $0   519126   D  
 

Explanation of Responses:
(1)  67,040 restricted shares granted under the 2017 Inducement Award, each of which represents a vested share of the Issuer's Class A Common Stock, par value $0.001 per share ("Common Stock"), subject to transfer restrictions lapsing on the earliest to occur of (i) the third anniversary of grant; (ii) Change in Control, or (iii) the awardee's death, Disability or separation from service for any reason, as such terms are defined in the underlying 2017 Inducement Award agreement.
(2)  106,146 restricted shares, which vest on the last trading day of 2017, subject to acceleration to the extent necessary to cover the applicable Section 83(b) Tax Liability, as defined in the underlying 2017 Inducement Award agreement, upon a taxable event resulting from a Section 83(b) election.
(3)  346,370 restricted shares, which vest in three equal installments on each anniversary of the grant date, September 11, 2017, subject to acceleration, with respect to 134,079 of such shares, to the extent necessary to cover the applicable Section 83(b) Tax Liability, as defined in the underlying Inducement Award agreement, upon a taxable event resulting from a Section 83(b) election.
(4)  Based on the September 11, 2017 closing price for a share of the Common Stock on the New York Stock Exchange.
(5)  The options vest in three equal installments on each anniverary of the grant date, September 11, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Martindale Kenneth
C/O GNC HOLDINGS, INC.
300 SIXTH AVENUE
PITTSBURGH, PA 15222 		X
Chief Executive Officer

Signatures
/s/Gavin M. O'Connor, by power of attorney 9/13/2017
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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