Blackstone Inc. — Director's Dealing 2010

Mar 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vitamin Shoppe, Inc. (VSI)
CIK: 0001360530
Period of Report: 2009-11-02

Reporting Person: Blackstone Holdings II L.P. (10% Owner)
Reporting Person: Blackstone Holdings I/II GP Inc (10% Owner)
Reporting Person: Blackstone Mezzanine Management Associates L.L.C. (10% Owner)
Reporting Person: Blackstone Mezzanine Associates L.P. (10% Owner)
Reporting Person: BLACKSTONE MEZZANINE PARTNERS LP (10% Owner)
Reporting Person: BMP Side-by-Side GP L.L.C. (10% Owner)
Reporting Person: Blackstone Mezzanine Holdings L.P. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-02	Common Stock	C	680589	—	Acquired	1145861	Indirect
2009-11-02	Common Stock	C	28357	—	Acquired	1174218	Indirect
2009-11-02	Common Stock	P	228170	$17.00	Acquired	1402388	Indirect
2009-11-02	Common Stock	P	9499	$17.00	Acquired	1411887	Indirect
2009-11-02	Common Stock	S	1342093	$15.81	Disposed	69794	Indirect
2009-11-02	Common Stock	S	55912	$15.81	Disposed	13882	Indirect
2009-11-02	Series A Preferred Stock	S	2539	—	Disposed	2241	Indirect
2009-11-02	Series A Preferred Stock	S	106	—	Disposed	93	Indirect
2009-11-02	Series A Preferred Stock	S	2241	—	Disposed	0	Indirect
2009-11-02	Series A Preferred Stock	S	93	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-11-02	Warrants (right to buy)	$0	C	365694	Disposed	2012-11-02	Common Stock (680589)	Indirect
2009-11-02	Warrants (right to buy)	$0	C	15237	Disposed	2012-11-02	Common Stock (28357)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.