Sec Form 3 Filing - Claerhout Andrew @ GNC ACQUISITION HOLDINGS INC. - 2011-03-31

FORM 3 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 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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1. Name and Address of Reporting Person Claerhout Andrew 2. Issuer Name and Ticker or Trading Symbol GNC ACQUISITION HOLDINGS INC. [ GNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ONTARIO TEACHERS' PENSION PLAN BOARD, 5650 YONGE STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2011 (Street) TORONTO, ONTARIO, CAM2M 4H5 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Claerhout Andrew C/O ONTARIO TEACHERS' PENSION PLAN BOARD 5650 YONGE STREET TORONTO, ONTARIO, CAM2M 4H5 X Signatures /s/ Roman Duch, by power of attorney 03/31/2011 Signature of Reporting Person Date

Explanation of Responses:

Remarks: Mr. Claerhout is a Vice President of Teachers' Private Capital, the private equity arm of Ontario Teachers' Pension Plan Board ("OTPP"). OTPP owns shares of Class A common stock, par value $0.001 per share, Series B common stock, par value $0.001 per share, and shares of Series A preferred stock, par value $0.001 per share, of GNC Holdings, Inc. (the "Issuer"). Mr. Claerhout expressly disclaims beneficial ownership of the securities of the Issuer owned by OTPP, except to the extent of any pecuniary interest therein, and the filing of this Form 3 shall not be deemed an admission that Mr. Claerhout is the beneficial owner of or has any pecuniary interest in any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Exhibit List Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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