Statement of Changes in Beneficial Ownership (4)
17 December 2019 - 8:46AM
Edgar (US Regulatory)
FORM 4
[X]
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Shah Himanshu |
2. Issuer Name and Ticker or Trading Symbol
Vitamin Shoppe, Inc.
[
VSI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VITAMIN SHOPPE, INC., 300 HARMON MEADOW BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/16/2019 |
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(Street)
SECAUCUS, NJ 07094
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, par value $0.01 | 12/16/2019 | | D(1) | | 36271 | D | $6.50 | 4261235 | D | |
| Common Stock, par value $0.01 | 12/16/2019 | | D(2) | | 19893 | D | $6.50 | 4241342 | D | |
| Common Stock, par value $0.01 | 12/16/2019 | | D | | 4241342 | D | $6.50 | 0 | I | See Footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Explanation of Responses: |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger dated as of August 7, 2019, by and among Vitamin Shoppe, Inc., Franchise Group, Inc. (formerly known as Liberty Tax, Inc.) ("Parent") and Valor Acquisition, LLC ("Merger Sub"), a wholly owned subsidiary of Parent, as amended by the First Amendment to Agreement and Plan of Merger dated November 11, 2019 (as amended, the "Merger Agreement"), pursuant to which Vitamin Shoppe, Inc. merged with and into Merger Sub (the "Merger") effective December 16, 2019. |
| (2) | Pursuant to the Merger Agreement, each restricted stock unit outstanding immediately prior to the effective time of the Merger was canceled and converted into the right to receive an amount in cash, without interest, equal to (i) $6.50 multiplied by (ii) the total number of shares of common stock subject thereto. |
| (3) | Owned by Shah Capital Opportunity Fund LP (the "Fund") which could be deemed to be owned beneficially by (i) Shah Capital Management, Inc. ("SCM") solely as a result of its discretionary power over such shares as Investment Adviser to the Fund and (ii) Shah Capital LLC as the General Partner to the Fund. Deemed to be owned beneficially by SCM solely as a result of its discretionary power over such shares as Investment Advisor to its separately managed account clients. Mr. Shah is the President of SCM and the Managing Member of Shah Capital LLC and holds a controlling percentage of the outstanding securities of both entities. Mr. Shah disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Shah Himanshu
C/O VITAMIN SHOPPE, INC.
300 HARMON MEADOW BLVD.
SECAUCUS, NJ 07094 | X | X |
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Signatures
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| /s/ David M. Kastin, as Attorney in Fact | | 12/16/2019 |
| **Signature of Reporting Person | Date |
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