GNC 2012 Annual Report Download - page 40

Table of Contents
Our issuance of preferred stock could adversely affect the market value of the Class A common stock.
The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of
preferred stock could adversely affect the market price for the Class A common stock by making an investment in the Class A common stock less attractive.
For example, a conversion feature could cause the trading price of the Class A common stock to decline to the conversion price of the preferred stock. We
currently do not anticipate issuing any shares of preferred stock for the foreseeable future.
The price of the Class A common stock may fluctuate substantially.
The market price of the Class A common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:
actual or anticipated fluctuations in our results of operations;
variance in our financial performance from the expectations of market analysts;
conditions and trends in the markets we serve;
announcements of significant new products by us or our competitors;
unfavorable publicity or consumer perception of our products or the ingredients they contain or any similar products distributed by other
companies;
changes in our pricing policies or the pricing policies of our competitors;
legislation or regulatory policies, practices or actions, or product recalls;
the commencement or outcome of litigation;
our sale of common stock or other securities in the future, or sales of our common stock by the Sponsors;
changes in market valuation or earnings of our competitors;
the trading volume of the Class A common stock;
changes in the estimation of the future size and growth rate of our markets; and
general economic conditions.
In addition, the stock market in general, the NYSE and the market for health and nutritional supplements companies in particular have experienced
extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. If
any of these factors causes us to fail to meet the expectations of securities analysts or investors, or if adverse conditions prevail or are perceived to prevail
with respect to our business, the price of the Class A common stock would likely drop significantly.
Future sales of the Class A common stock could cause the market price for the Class A common stock to decline.
As of February 15, 2012, there were 103,832,767 shares of the Class A common stock outstanding, of which 45,047,336 shares were restricted securities
held by our affiliates within the meaning of Rule 144 ("Rule 144") under the Securities Act of 1933, as amended (the "Securities Act"), and eligible for resale
subject to applicable volume, manner of sale, holding period and other limitations prescribed in Rule 144. We cannot predict the effect, if any, that market
sales of shares of the Class A common stock or the availability of shares of the Class A common stock for sale will have on the market price of the Class A
common stock prevailing from time to time. Sales of substantial amounts of shares of the Class A common
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