Shah Capital Management Form 4 Vitamin Shoppe / CAPITAL MANAGEMENT SHAH ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHAH CAPITAL MANAGEMENT

(Last) (First) (Middle)

8601 SIX FORKS ROAD

SUITE 630

(Street)

RALEIGH NC 27615

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2018

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	02/01/2018		P		114,200	A	$4.11	314,200	I	See Footnote 1(1)
COMMON STOCK	01/02/2018		P		17,122	A	$4.15	3,147,122	I	See Footnote 2(2)
COMMON STOCK	02/02/2018		P		352,878	A	$4.07	3,500,000	I	See Footnote 3(3)
COMMON STOCK	02/01/2018		P		5,800	A	$4.11	34,800	D(4)

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents shares of common stock deemed to be owned beneficially by Shah Capital Management, Inc. (SCM) solely as a result of its discretionary power over such shares as investment adviser to its separately managed account clients

2. Represents shares of common stock owned by Shah Capital Opportunity Fund LP (the "Fund") which could be deemed to be owned beneficially by (1) SCM solely as a result of its discretionary power over such shares as investment adviser to the Fund, and (ii) Shah Capital LLC as general partner to the Fund.

3. Represents shares of common stock owned by Shah Capital Opportunity Fund LP (the "Fund") which could be deemed to be owned beneficially by (k) SCM solely as a result of its discretionary power over such shares as investment adviser to the Fund and (ii) Shah Capital LLC as general partner to the Fund.

4. Represents shares held by Himanshu H. Shah directly. Mr. Shah is the President of SCM and the Managing Member of Shah Capital LLC and holds a controlling percentage of the outstanding voting securities of both entities. As a result of his position with and ownership of these entities he could be deemed the beneficiary of the shares beneficially owned by Shah Capital LLC on behalf of the Fund and SCM for separately managed account clients and those held by the Fund. Mr. Shah disclaims beneficial ownership of shares beneficially owned by SCM, Shah Capital LLC and the Fund except to the extent of his pecuniary interest in such shares.

Remarks:

This filing is being made by SCM, Shah Capital LLC, the Fund and Mr. Shah.

	Himanshu H. Shah	02/02/2018
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.