Statement of Changes in Beneficial Ownership (4)

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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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

1. Name and Address of Reporting Person * Piano Steven	2. Issuer Name and Ticker or Trading Symbol GNC HOLDINGS, INC. [ GNC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Human Resources Officer
(Last)          (First)          (Middle) C/O GNC HOLDINGS, INC., 300 SIXTH AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 3/25/2020
(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	3/25/2020		A		18022 (1)	A	$0	97059	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

Explanation of Responses:

(1)

Reflects Restricted Stock Units ("RSU's") earned upon annual certification of 2019 performance results with respect to the (i) first year of a three-year Performance-vested Stock Unit award ("PSU Award") granted in February 2019 under the Issuer's 2018 Stock and Incentive Plan, and (ii) second year of a three-year PSU Award granted in February 2018 under the Issuer's 2015 Stock and Incentive Plan. The RSU's will be settled in stock after the applicable three-year PSU Award performance period expires, provided the reporting person remains employed by Issuer as of date of payment.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Piano Steven C/O GNC HOLDINGS, INC. 300 SIXTH AVENUE PITTSBURGH, PA 15222			Chief Human Resources Officer

Signatures
/s/ Susan M. Canning, by power of attorney		3/27/2020
**Signature of Reporting Person		Date