GNC 2011 Annual Report Download - page 163

Table of Contents
determining the percentage of shares that person beneficially owns. These shares are not included in the computations of percentage ownership for any other
person.
Beneficial Ownership
Name of Beneficial Owner
Class A
Common
Shares
Class B
Common
Shares Percentage
Series A
Preferred
Shares Percentage
Directors and Named Executive
Officers(1)(2):
Norman Axelrod 381,753(11) — * 30,561(16) *
David Berg 78,876(12) — * 4,749 *
Andrew Claerhout(3) — — — — —
Thomas Dowd 392,544(13) — * 17,674 *
Carmen Fortino(4) 21,706 — * — —
Joseph Fortunato 2,774,247(14) — 4.49% 84,907 *
Michael Hines(4) 11,920 — — — —
Beth J. Kaplan(4)(5) 1,225,000 — 2.03% — —
David B. Kaplan(6) — — — — —
Brian Klos(7) — — — — —
Romeo Leemrijse(3) — — — — —
Michael M. Nuzzo(4) 120,000 — * — —
Richard J. Wallace — — — — —
All directors and executive officers
as a group (17 persons) 5,460,372 — 8.46% 160,577 *
Beneficial Owners of 5% or
More of our Parent's
Outstanding Common Stock:
Ares Corporate Opportunities
Fund II, L.P.(8) 33,539,898 — 38.39% 11,460,102 38.37%
KL Holdings LLC(9) 4,605,028 — 5.27% 1,573,472 5.27%
Ontario Teachers' Pension Plan
Board(10) 14,581,393 28,168,561 48.93% 14,607,046 48.91%
Partners Group AG 4,605,027(15) — 5.27% 1,573,473 5.27%
Less than 1% of the outstanding shares.
Except as otherwise noted, the address of each director and each current executive officer is c/o General Nutrition Centers, Inc., 300
Sixth Avenue, Pittsburgh, Pennsylvania 15222.
Through a voting agreement within the Amended and Restated Stockholders Agreement, each of Ares and OTPP (together, the
"Sponsors") has the right to designate four members of the Parent Board (or, at the sole option of each, five members of the Parent
Board, one of which shall be independent), for so long as they or their respective affiliates and co-investors each own at least 10% of
our Parent's outstanding common stock. Under the terms of the Amended and Restated Stockholders Agreement, each of the Sponsors
has agreed to vote in favor of the other's director designees. As a result, each of the Sponsors may be deemed to be the beneficial owner
of the shares of our Parent's common stock owned by the other parties to the Amended and Restated Stockholders Agreement. Each of
Ares and OTPP expressly disclaims beneficial ownership of the shares of our Parent's common stock not directly held by it, and such
shares have not been included in the table above for purposes of calculating the number of shares beneficially owned by Ares or OTPP.
The address for each of Messrs. Claerhout and Leemrijse is c/o Ontario Teachers' Pension Plan Board, 5650 Yonge Street, Toronto,
Ontario M2M 4H5.
*
(1)
(2)
(3)
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