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 *
  Kent Jay
2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2016
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)
SVP, Trans., Dist. & Manuf
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 12,868 (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) 11/05/2019 Common Stock 15,000 $ 36.16 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kent Jay
C/O GNC HOLDINGS, INC.
300 SIXTH AVENUE
PITTSBURGH, PA 15222
      SVP, Trans., Dist. & Manuf  

Signatures

/s/ Amanda J. Skov, Attorney-in-fact 02/08/2016
**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) Includes 2,875 shares held in individual retirement accounts controlled by the reporting person. Also includes 7,122 shares of restricted stock, 50% of which vest in three equal installments on each February 18, 2016, 2017 and 2018, and 50% of which vest (subject to adjustment) on December 31, 2017 if the Issuer satisfies certain pre-determined performance criteria.
(2) Mr. Kent received an award on November 5, 2012 (the "Grant Date") consisting of options to purchase 20,000 shares of the issuer's common stock at an exercise price of $36.16, subject to vesting in equal increments on each of the first four anniversaries of the Grant Date, of which 10,000 remain vested and exercisable and 5,000 will vest on November 5, 2015, provided that Mr. Kent remains employed by the issuer on such date.

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