Edgar Filing: BLACKSTONE MEZZANINE PARTNERS LP

Ownership Submission

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

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Blackstone Holdings II L.P.

2. Issuer Name and Ticker or Trading Symbol
Vitamin Shoppe, Inc. [VSI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2009

(Street)

NEW YORK, NY 10154

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	11/02/2009		C⁽⁴⁾		680,589	A	⁽⁴⁾	1,145,861	I	See footnotes ⁽¹⁾ ⁽³⁾
Common Stock ⁽²⁾	11/02/2009		C⁽⁴⁾		28,357	A	⁽⁴⁾	1,174,218	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock ⁽¹⁾	11/02/2009		P		228,170	A	$ 17 ⁽⁵⁾	1,402,388	I	See footnotes ⁽¹⁾ ⁽³⁾
Common Stock ⁽²⁾	11/02/2009		P		9,499	A	$ 17 ⁽⁵⁾	1,411,887	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock ⁽¹⁾	11/02/2009		S		1,342,093	D	$ 15.81	69,794	I	See footnotes ⁽¹⁾ ⁽³⁾
Common Stock ⁽²⁾	11/02/2009		S		55,912	D	$ 15.81	13,882	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁷⁾
Series A Preferred Stock ⁽¹⁾	11/02/2009		S		2,539	D	⁽⁵⁾	2,241	I	See footnotes ⁽¹⁾ ⁽³⁾
Series A Preferred Stock ⁽²⁾	11/02/2009		S		106	D	⁽⁵⁾	93	I	See footnotes ⁽²⁾ ⁽³⁾
Series A Preferred Stock ⁽¹⁾	11/02/2009		S		2,241	D	⁽⁶⁾	0	I	See footnotes ⁽¹⁾ ⁽³⁾
Series A Preferred Stock ⁽²⁾	11/02/2009		S		93	D	⁽⁶⁾	0	I	See footnotes ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants (right to buy) ⁽¹⁾

$ 0

11/02/2009

C⁽⁴⁾

365,694

11/02/2002

11/02/2012

Common Stock

680,589

$ 0

See footnotes ⁽¹⁾ ⁽³⁾

Warrants (right to buy) ⁽²⁾

$ 0

11/02/2009

C⁽⁴⁾

15,237

11/02/2002

11/02/2012

Common Stock

28,357

$ 0

See footnotes ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Blackstone Holdings II L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Holdings I/II GP Inc C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Mezzanine Management Associates L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Mezzanine Associates L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
BLACKSTONE MEZZANINE PARTNERS LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
BMP Side-by-Side GP L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Mezzanine Holdings L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Group L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X

Signatures

/s/ Robert L. Friedman, Authorized Signatory, Blackstone Mezzanine Management Associates L.L.C., its General Partner, Blackstone Mezzanine Associates L.P., its General Partner for BLACKSTONE MEZZANINE PARTNERS L.P.		03/16/2010
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, Authorized Signatory, BMP Side-by-Side GP L.L.C., its General Partner for BLACKSTONE MEZZANINE HOLDINGS L.P.		03/16/2010
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, Authorized Signatory for BLACKSTONE MEZZANINE MANAGEMENT ASSOCIATES L.L.C.		03/16/2010
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, Authorized Signatory, Blackstone Mezzanine Management Associates L.L.C, its General Partner for BLACKSTONE MEZZANINE ASSOCIATES L.P.		03/16/2010
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, Authorized Signatory for BMP SIDE-BY-SIDE GP L.L.C.		03/16/2010
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, Authorized Signatory, Blackstone Holdings I/II GP Inc., its General Partner for BLACKSTONE HOLDINGS II L.P.		03/16/2010
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, Authorized Signatory for BLACKSTONE HOLDINGS I/II GP INC.		03/16/2010
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, Authorized Signatory, Blackstone Group Management L.L.C., its General Partner for THE BLACKSTONE GROUP L.P.		03/16/2010
^**Signature of Reporting Person		Date
/s/ Robert L. Friedman, Authorized Signatory for BLACKSTONE GROUP MANAGEMENT L.L.C.		03/16/2010
^**Signature of Reporting Person		Date
/s/ Stephen A. Schwarzman		03/16/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Securities acquired or disposed of represent securities directly beneficially owned by Blackstone Mezzanine Partners L.P. Blackstone Mezzanine Management Associates L.L.C. is the general partner of Blackstone Mezzanine Associates L.P. which is the general partner of Blackstone Mezzanine Partners L.P.
(2)	Securities acquired or disposed of represent securities directly beneficially owned by Blackstone Mezzanine Holdings L.P. BMP Side-by-Side GP L.L.C. is the general partner of Blackstone Mezzanine Holdings L.P.
(3)	Blackstone Holdings II L.P. is the managing member of Blackstone Mezzanine Management Associates L.L.C. and the sole member of BMP Side-by-Side GP L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P. The Blackstone Group L.P. is the sole shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Mr. Schwarzman is the founding member of Blackstone Group Management L.L.C.
(4)	Each Warrant to purchase shares of the Issuer's Common Stock was exercised automatically on an approximately 1.8611-for-one basis in connection with the closing of the Issuer's initial public offering on November 2, 2009.
(5)	Each share of Series A Preferred Stock converted automatically into shares of the Issuer's Common Stock in connection with the closing of the Issuer's initial public offering on November 2, 2009. Prior to its conversion into the Issuer's Common Stock, the Series A Preferred Stock was convertible into the Issuer's Common Stock upon an initial public offering by the Issuer, subject to certain conditions. Upon conversion, each share of Series A Preferred Stock entitled the Reporting Person to a number of shares of the Issuer's Common Stock equal to the liquidation preference amount of $1,000, plus accrued and unpaid dividends, divided by the offering price per share to the public.
(6)	Each share of Series A Preferred Stock was redeemed by the Issuer in connection with the closing of the Issuer's initial public offering on November 2, 2009. Prior to its redemption, the Series A Preferred Stock was redeemable at any time at a price equal to the liquidation preference amount of $1,000, plus accrued and unpaid dividends, and had no expiration date.
(7)	Represents 13,327 shares of the Issuer's Common Stock directly beneficially owned by Blackstone Mezzanine Partners L.P. and 555 shares of the Issuer's Common Stock directly beneficially owned by Blackstone Mezzanine Holdings L.P.
Remarks: Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P. are parties to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which Blackstone Mezzanine Partners L.P. and Blackstone Mezzanine Holdings L.P. have agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. As such, the reporting persons may be deemed to share beneficial ownership of shares beneficially owned by other parties to the Securityholders Agreement as defined in Rule 16a-1(a)(1) of the Securities Exchange Act of 1934 but disclaim such beneficial ownership. In addition, the reporting persons each disclaim beneficial ownership of the securities reported herein except to the extent of each of their respective pecuniary interests therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purpose of Section 16 or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.