Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
VIEX Opportunities Fund, LP - Series One*
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,540,442**
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540,442**
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540,442**
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
6.4%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
*The Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership
**Excludes 436,900 Shares underlying American-style put options
sold short in the over the counter market, which have a strike price of $7.50 and expire on August 16, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
VIEX GP, LLC
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,540,442**
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540,442**
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540,442**
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
6.4%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
**Excludes 436,900 Shares underlying American-style put options
sold short in the over the counter market, which have a strike price of $7.50 and expire on August 16, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
VIEX Capital Advisors, LLC
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,540,442**
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540,442**
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540,442**
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
6.4%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
**Excludes 436,900 Shares underlying American-style put options
sold short in the over the counter market, which have a strike price of $7.50 and expire on August 16, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric Singer
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
|
NUMBER OF
|
|
5
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
6
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
1,540,442**
|
|
|
PERSON WITH
|
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540,442**
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540,442**
|
|
|
|
10
|
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
|
|
|
|
|
|
6.4%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
**Excludes 436,900 Shares underlying American-style put options
sold short in the over the counter market, which have a strike price of $7.50 and expire on August 16, 2019.
|
|
Item 1(a).
|
Name of Issuer:
|
Vitamin Shoppe, Inc., a Delaware corporation
(the “Issuer”).
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
300 Harmon Meadow
Blvd., Secaucus, New Jersey 07094
|
|
Item 2(a).
|
Name of Person Filing:
|
This Schedule 13G is being jointly
filed by
VIEX Opportunities Fund, LP –
Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership, VIEX GP,
LLC (“VIEX GP”), a Delaware limited liability company, VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware
limited liability company, and Eric Singer, a citizen of the United States of America. Each of the foregoing is referred to as
a “Reporting Person” and collectively as the “Reporting Persons.”
VIEX GP is the general partner of
Series One. VIEX Capital is the investment manager to Series One. Mr. Singer is the managing member of each of VIEX GP and VIEX
Capital. By virtue of these relationships, each of VIEX GP, VIEX Capital and Mr. Singer may be deemed to beneficially own the securities
beneficially owned by Series One.
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The principal business office of
each of the Reporting Persons is 150 East 52
nd
Street, 3
rd
Floor, New York, New York 10022.
Each of Series One, VIEX GP, and
VIEX Capital is organized under the laws of Delaware. Mr. Singer is a citizen of the United States of America.
|
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, $0.01 par value per
share (the “Shares”)
92849EAB7
|
|
Item 3.
|
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
|
|
|
|
/ x /
|
Not Applicable
|
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
(e)
|
/ /
|
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).*
|
|
|
(f)
|
/ /
|
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
/ /
|
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).**
|
|
|
(h)
|
/ /
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
(i)
|
/ /
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
|
|
|
(j)
|
/ /
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
/ /
|
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
All ownership
information reported in this Item 4 is as of the close of business on June 3, 2019.
Series
One
|
|
(a)
|
Amount beneficially owned:
|
Series One directly beneficially
owns 1,540,442 Shares.
6.4% (based upon 23,993,608 Shares
outstanding, which is the total number of Shares outstanding as of April 27, 2019 as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019).
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,540,442 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,540,442 Shares
VIEX
GP
|
|
(a)
|
Amount beneficially owned:
|
VIEX GP, as the general partner
of Series One, may be deemed the beneficial owner of the 1,540,442 Shares that may be deemed to be beneficially owned by Series
One.
6.4% (based upon 23,993,608 Shares
outstanding, which is the total number of Shares outstanding as of April 27, 2019 as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019).
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,540,442 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,540,442 Shares
VIEX
Capital
|
|
(a)
|
Amount beneficially owned:
|
VIEX Capital,
as the investment manager of Series One, may be deemed the beneficial owner of the 1,540,442 Shares that may be deemed to be beneficially
owned by Series One.
6.4% (based upon 23,993,608 Shares
outstanding, which is the total number of Shares outstanding as of April 27, 2019 as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019).
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,540,442
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,540,442
Mr. Singer
|
|
(b)
|
Amount beneficially owned:
|
Mr. Singer, as the managing member
of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the 1,540,442 Shares that may be deemed to be beneficially owned
by Series One.
6.4% (based upon 23,993,608 Shares
outstanding, which is the total number of Shares outstanding as of April 27, 2019 as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2019).
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
1,540,442
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
1,540,442
The filing of
this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
|
Not Applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit 99.1
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 4, 2019
|
|
VIEX Opportunities Fund, LP – Series One
|
|
|
|
|
|
By:
|
VIEX GP, LLC
General Partner
|
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
|
Name:
|
Eric Singer
|
|
|
|
Title:
|
Managing Member
|
|
|
VIEX GP, LLC
|
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
|
Name:
|
Eric Singer
|
|
|
|
Title:
|
Managing Member
|
|
|
VIEX Capital Advisors, LLC
|
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
|
Name:
|
Eric Singer
|
|
|
|
Title:
|
Managing Member
|
|
|
/s/ Eric Singer
|
|
|
Eric Singer
|