| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/03/2011 |
3. Issuer Name and Ticker or Trading Symbol
HealthWarehouse.com, Inc. [ HEWA ] |
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| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,956,941 | I | By New Atlantic Venture Fund III, L.P. (1) (2) |
| Common Stock | 72,708 | I | By New Atlantic Entrepreneur Fund III, L.P. (1) (3) |
| Common Stock | 21,947 | I | By NAV Managers Fund, LLC (1) (4) |
| Common Stock | 2,029,649 | I | By New Atlantic Fund III, LLC (1) (5) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. On August 3, 2011, Mr. Backus was appointed as a director of Healthwarehouse.com, Inc. Mr. Backus is a managing member of New Atlantic Fund III, LLC (the "General Partner"), which is the general partner of New Atlantic Venture Fund III, L.P., a Delaware limited partnership ("Fund III") and New Atlantic Entrepreneur Fund III, a Delaware limited partnership ("Entrepreneur Fund"). In addition, Mr. Backus, as trustee of the John C. Backus, Jr. Irrevocable Trust, is a member of NAV Managers Fund, LLC, a Delaware limited liability company ("NAV LLC"), an affiliate of Fund III and Entrepreneur Fund III. Mr. Backus disclaims beneficial ownership of all shares held by NAV, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or other any other purpose. |
| 2. Represents shares owned directly by Fund III. |
| 3. Represents shares owned directly by Entrepreneur Fund. |
| 4. Represents shares owned directly by NAV LLC. |
| 5. Represents shares owned indirectly by the General Partner. |
| /s/ John C. Backus | 08/04/2011 | |
| ** 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 5 (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. | ||