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
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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*
SINGER KAREN

(Last) (First) (Middle)
212 VACCARO DRIVE

(Street)
CRESSKILL NJ 07626

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HealthWarehouse.com, Inc. [ HEWA ]
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)
06/28/2012
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 06/28/2012 X 156,250 A $1.6 156,250 (1) I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Common Stock 06/28/2012 X 156,250 A $1.6 312,500 (1) I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Common Stock 06/28/2012 X 585,808 A $3 898,308 (1) I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Common Stock 06/28/2012 X 250,000 A $2.9 1,148,303 (1) I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Common Stock 06/28/2012 S 38,343 D $6.74 (2) 1,109,965 (1) I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Common Stock 06/28/2012 S 38,343 D $6.74 (2) 1,071,622 (1) I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Common Stock 06/28/2012 S 251,419 D $6.99 (3) 820,203 (1) I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Common Stock 06/28/2012 S 103,719 D $6.99 (4) 716,484 (1) I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
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
Warrant $2.9 06/28/2012 06/28/2012 X 250,000 09/02/2011 09/02/2016 Common Stock 250,000 $0.00 (4) 0 I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Warrant $1.6 06/28/2012 06/28/2012 X 156,250 12/15/2009 12/15/2014 Common Stock 156,250 $0.00 (2) 0 I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Warrant $1.6 06/28/2012 06/28/2012 X 156,250 05/03/2010 05/03/2015 Common Stock 156,250 $0.00 (2) 0 I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Series B Preferred Stock $0.00 (5) 11/08/2010 (6) Common Stock 886,895 886,895 (1) I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
7% Senior Secured Convertible Promissory Note $0.00 (7) 11/08/2010 12/31/2012 Common Stock 292,620 292,620 (1) I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Warrant $3 06/28/2012 06/28/2012 X 585,808 11/08/2010 11/08/2015 Common Stock 585,808 $0.00 (3) 0 I As the trustee to the Singer Children's Management Trust, the sole member of HWH Lending, LLC
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this filing.
2. The reporting person exercised a warrant to purchase 156,250 shares of common stock for the original conversion price of $1.60 per share. The reporting person paid the exercise price on a cashless basis, resulting in the company issuing 117,907 shares of common stock to the reporting person.
3. The reporting person exercised a warrant to purchase 585,808 shares of common stock for the original conversion price of $3.00 per share. The reporting person paid the exercise price on a cashless basis, resulting in the company issuing 334,389 shares of common stock to the reporting person.
4. The reporting person exercised a warrant to purchase 250,000 shares of common stock for the original conversion price of $2.90 per share. The reporting person paid the exercise price on a cashless basis, resulting in the company issuing 146,281 shares of common stock to the reporting person.
5. The reporting person holds 177,379 shares of Series B Preferred Stock. This amount includes 11,605 shares of Series B Preferred Stock received by the reporting person as a dividend for the year 2011. Each share of Series B Preferred Stock is immediately convertible into 5 shares of common stock.
6. N/A
7. The convertible note is immediately convertible into 58,524 shares of Series B Preferred Stock which amount includes a $53,048.39 interest payment on the convertible note received through May 8, 2012. Each share of Series B Preferred Stock is immediately convertible into 5 shares of common stock.
Remarks:
/s/ David J. Hoyt Attorney-in-fact 07/02/2012
** 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).
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