VSI Vitamin Shoppe Inc

^* Percentage calculated based on 24,062,784 shares of common stock, par value $0.01 per share, outstanding as of August 5, 2019, as reported in the Merger Agreement (as defined below).

^* Percentage calculated based on 24,062,784 shares of common stock, par value $0.01 per share, outstanding as of August 5, 2019, as reported in the Merger Agreement (as defined below).

^* Percentage calculated based on 24,062,784 shares of common stock, par value $0.01 per share, outstanding as of August 5, 2019, as reported in the Merger Agreement (as defined below).

Explanatory Note

This Amendment No. 1 (this “ Amendment ”) amends and supplements the Schedule 13D filed on April 24, 2018 (the “ Schedule 13D ”) by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

On August 7, 2019, the Issuer entered into that certain Agreement and Plan of Merger by and among the Issuer, Liberty Tax, Inc. (“ Liberty Tax ”) and the subsidiary of Liberty Tax named therein (the “ Merger Agreement ”), pursuant to which Liberty Tax or a direct or indirect subsidiary thereof has agreed to acquire, through a merger, 100% of the outstanding capital stock of the Issuer. In connection with the Merger Agreement, (i) Tributum, L.P. (“ Tributum ”), an investment vehicle managed by Vintage Capital, entered into an equity commitment letter with Liberty Tax pursuant to which, and subject to the terms and conditions set forth therein, among other things, Tributum committed to provide $70 million in financing through the purchase, directly or indirectly, of shares of common stock of Liberty Tax at a price of $12.00 per share (the “ Equity Commitment Letter ”), and (ii) certain affiliates of Vintage Capital entered into a voting agreement with the Issuer pursuant to which, and subject to the terms and conditions set forth therein, among other things, such affiliates of Vintage Capital have agreed to vote all shares of Common Stock owned thereby in favor of the transactions contemplated by the Merger Agreement (the “ Voting Agreement ”).

The foregoing descriptions of the Equity Commitment Letter and the Voting Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Equity Commitment Letter and Voting Agreement, copies of which are attached as Exhibits 4 and 5 hereto, respectively, and are incorporated herein by reference.

Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:

All information included in Item 4 is incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

SIGNATURES

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

August 8, 2019