Edgar Filing: Vitamin Shoppe, Inc.

Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934

(Amendment No. )*

Vitamin Shoppe, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92849E101

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 92849E101		Page 2 of 14 Pages


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) IPC/Vitamin, LLC(1)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 14,245,729(2)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 14,245,729(2)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,245,729(2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11.	Percent of Class Represented by Amount in Row (9) 53.4%
12.	Type of Reporting Person (See Instructions) OO

(1)

The Reporting Person is a party to a Securityholders Agreement, dated October 27, 2009, as amended from time to time, pursuant to which the Reporting Person has agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC.

(2)

The Reporting Person is managed by IPC Manager II, LLC, which is managed by JDH Management, LLC, of which Mr. John D. Howard is the sole member. As such, each of IPC Manager II, LLC, JDH Management, LLC and Mr. John D. Howard may be deemed to share beneficial ownership of the Stock owned of record by IPC/Vitamin, LLC. Each of IPC Manager II, LLC, JDH Management, LLC and Mr. John D. Howard shares investment and voting power with respect to the Stock owned by IPC/Vitamin, LLC, but disclaims beneficial ownership of such Stock except to the extent of its pecuniary interest therein.


CUSIP No. 92849E101		Page 3 of 14 Pages


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) John D. Howard
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 14,245,729(1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 14,245,729(1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,245,729(1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11.	Percent of Class Represented by Amount in Row (9) 53.4%
12.	Type of Reporting Person (See Instructions) IN

(1)

The Reporting Person is the sole member of JDH Management, LLC, the manager of IPC Manager II, LLC, which is the manager of IPC/Vitamin LLC. As such, the Reporting Person may be deemed to share beneficial ownership of the Stock owned of record by IPC/Vitamin, LLC. The Reporting Person shares investment and voting power with respect to the Stock owned by IPC/Vitamin, LLC, but disclaims beneficial ownership of such Stock except to the extent of his pecuniary interest therein.


CUSIP No. 92849E101		Page 4 of 14 Pages


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) JDH Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 14,245,729(1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 14,245,729(1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,245,729(1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11.	Percent of Class Represented by Amount in Row (9) 53.4%
12.	Type of Reporting Person (See Instructions) OO

(1)

The Reporting Person is the manager of IPC Manager II, LLC, which is the manager of IPC/Vitamin LLC. As such, the Reporting Person may be deemed to share beneficial ownership of the Stock owned of record by IPC/Vitamin, LLC. JDH Management, LLC and IPC Manager II, LLC share investment and voting power with respect to the Stock owned by IPC/Vitamin, LLC, but disclaim beneficial ownership of such Stock to the extent of their pecuniary interest therein.


CUSIP No. 92849E101		Page 5 of 14 Pages


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) IPC Manager II, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 14,245,729(1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 14,245,729(1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,245,729(1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11.	Percent of Class Represented by Amount in Row (9) 53.4%
12.	Type of Reporting Person (See Instructions) OO

(1)

The Reporting Person is the manager of IPC/Vitamin LLC. As such, the Reporting Person may be deemed to share beneficial ownership of the Stock owned of record by IPC/Vitamin, LLC. IPC Manager II, LLC shares investment and voting power with respect to the Stock owned by IPC/Vitamin, LLC, but disclaims beneficial ownership of such Stock to the extent of its pecuniary interest therein.


CUSIP No. 92849E101		Page 6 of 14 Pages


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard Markee(1)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 140,507(1)(2)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 140,507(1)(2)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 140,507(2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11.	Percent of Class Represented by Amount in Row (9) 0.53%
12.	Type of Reporting Person (See Instructions) IN

(1)

(2)	The Reporting Person also owns options to acquire 400,135 shares of Stock of the Issuer. Such shares, when and if issued, would be subject to the Securityholders Agreement referred to above. For purposes of Row (9) above, only securities subject to the Securityholders Agreement are reported.


CUSIP No. 92849E101		Page 7 of 14 Pages


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas Tolworthy(1)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 162,906
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 162,906
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 162,906
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
11.	Percent of Class Represented by Amount in Row (9) 0.61%
12.	Type of Reporting Person (See Instructions) IN

(1)


CUSIP No. 92849E101		Page 8 of 14 Pages



Item l.	(a)	Name of Issuer

		Vitamin Shoppe, Inc. (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices

		2101 91st Street North Bergen, New Jersey 07047

Item 2.	(a)	Names of Persons Filing

		This statement on Schedule 13G is being filed jointly by (1) IPC/Vitamin, LLC, (2) John D. Howard, (3) JDH Management, LLC, (4) IPC Manager II, LLC, (5) Richard Markee, and (6) Thomas Tolworthy. The persons described in items (1) through (6) are referred to herein as the “Reporting Persons.”

	(b)	Address of Principal Business Office or, if none, Residence

		Each Reporting Person, other than Richard Markee and Thomas Tolworthy, has its, his or her principal business office at:

		277 Park Avenue New York, New York 10172 Each of Richard Markee and Thomas Tolworthy has its principal business office at: 2101 91st Street North Bergen, New Jersey 07047

	(c)	Citizenship

		Each of IPC/Vitamin, LLC, JDH Management, LLC and IPC Manager II, LLC is a limited liability company organized in the State of Delaware. Each of John D. Howard, Richard Markee and Thomas Tolworthy is a citizen of the United States.

	(d)	Title of Class of Securities

		This Statement relates to shares of the common stock of the Issuer, par value $0.01 per share (the “Stock”).

	(e)	CUSIP Number

		92849E101

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	Not Applicable.


CUSIP No. 92849E101		Page 9 of 14 Pages


Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		IPC/Vitamin LLC, John D. Howard, JDH Management LLC, and IPC Manager II, LLC (the “IPC Parties”) beneficially own 14,245,729 shares of Stock. Mr. Markee owns 140,507 shares of Stock subject to the Agreement (as defined below). Mr. Tolworthy owns 162,906 shares of Stock subject to the Agreement.

	(b)	Percent of class:

		The IPC Parties beneficially own approximately 53.4% of the outstanding shares of Stock of the Issuer based upon 26,676,782 shares of Stock outstanding as of November 6, 2009, as reflected in the Issuer’s Form 10-Q for the quarterly period ended September 26, 2009.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote

			See the responses to Item 5 on the attached cover pages.

		(ii)	Shared power to vote or to direct the vote

			See the responses to Item 6 on the attached cover pages.

		(iii)	Sole power to dispose or to direct the disposition of

			See the responses to Item 7 on the attached cover pages.

		(iv)	Shared power to dispose or to direct the disposition of

			See the responses to Item 8 on the attached cover pages.

	IPC/Vitamin, LLC is a party to a Securityholders Agreement, dated October 27, 2009 (the Agreement”), as amended from time to time, pursuant to which IPC/Vitamin, LLC has agreed to vote shares of the Issuer to elect a board of directors of the Issuer that is comprised of persons designated by the securityholders who are affiliates of IPC/Vitamin, LLC. In addition, such designated persons must comprise a majority of the directors on the board of directors of any of the subsidiaries of the Issuer and of any committee of the board of directors of the Issuer. The agreement also provides for take-along rights, which provides that if IPC elects to consummate, or to cause the Issuer to consummate, a transaction constituting a sale of the Issuer, the other securityholders must vote for, consent to, and raise no objections to the proposed transaction, and take all other actions necessary to cause the consummation of the sale on the terms proposed by IPC. In addition, the agreement provides for co-sale rights. In addition, in the event of sales by IPC of shares of Stock, securityholders may under certain circumstances elect to participate in the contemplated transfer of shares by IPC. The other parties to the Agreement include (i) FdG Capital Partners LLC, (ii) Blackstone Mezzanine Partners L.P., a Delaware limited partnership, (iii) Blackstone Mezzanine Holdings, L.P., a Delaware limited partnership, (iv) JP Morgan Partners Global Investors, L.P., a Delaware limited partnership, (v) JP Morgan Partners Global Investors A, L.P., a Delaware limited partnership, (vii) JP Morgan Partners Global Investors Cayman, L.P., a Cayman limited partnership, (viii) JP Morgan Partners Global Investors Cayman II, L.P., a Cayman limited partnership, (ix) JPMP Co-Invest (BHCA), L.P., a Delaware limited partnership, (x) Antares Capital Corporation, a Delaware corporation, (xi) Jeffrey Horowitz, (xii) Thomas Tolworthy, and (xiii) Richard Markee. Approximately 16 million shares of Stock are currently subject to the Agreement. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed or who are otherwise party to the Agreement constitute a “group” for the purposes of Sections 13(d) and 13(g) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act. Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission that any Reporting Peron is the beneficial owner of the Stock for the purposes of Section 13(d) of the Act or for any other purpose, and, except as otherwise expressly stated herein, such beneficial ownership is expressly disclaimed.

Item 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable.



Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group

		Not Applicable

Item 9.		Notice of Dissolution of Group

		Not Applicable.

Item 10.		Certification

		Not Applicable to filings pursuant to Rule 13d-1(d).

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2010


IPC/VITAMIN, LLC

By:		IPC Manager II, LLC
Its:		Manager

By:		JDH Management, LLC
Its:		Manager

By:		/S/ JOHN D. HOWARD
Name:		John D. Howard
Title:		Sole Member


By:		/S/ JOHN D. HOWARD
		John D. Howard

IPC MANAGER II, LLC

By:		JDH Management, LLC
Its:		Manager

By:		/S/ JOHN D. HOWARD
Name:		John D. Howard
Title:		Sole Member

JDH MANAGEMENT, LLC

By:		/S/ JOHN D. HOWARD
Name:		John D. Howard
Title:		Sole Member

Richard Markee

By:		/S/ RICHARD MARKEE
Name:		Richard Markee

Thomas Tolworthy

By:		/S/ THOMAS TOLWORTHY
Name:		Thomas Tolworthy

EXHIBIT INDEX


Exhibit Number		Exhibit Description

99.1		Joint Filing Agreement.

99.2		Securityholders Agreement, by and among Vitamin Shoppe, Inc. and its securityholders, dated October 27, 2009 (incorporated by reference herein to Exhibit 10.1 of the Current Report on Form 8-K filed by Vitamin Shoppe, Inc. on November 2, 2009).