Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Burt Gene Eddie
2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2018
3. Issuer Name and Ticker or Trading Symbol
GNC HOLDINGS, INC. [GNC]
(Last)
(First)
(Middle)
C/O GNC HOLDINGS, INC., 300 SIXTH AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Merch. and Supply Chain
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PITTSBURGH, PA 15222
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 10,941 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 02/22/2027 Common Stock 35,000 $ 7.99 (3) D  
Performance Share Units   (4) 12/31/2019 Common Stock 14,588 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Burt Gene Eddie
C/O GNC HOLDINGS, INC.
300 SIXTH AVENUE
PITTSBURGH, PA 15222
      EVP, Merch. and Supply Chain  

Signatures

/s/Gavin M. O'Connor, by power of attorney 02/05/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) 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.
(2) 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.
(3) Based on the February 22, 2017 closing price for a share of the Common Stock on the New York Stock Exchange.
(4) 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.
 
Remarks:
Exhibit List:                                                                                                                                                                                                                                                                                                                                                                                                                                          Exhibit 24- Power of Attorney

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