SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
Great Hill Investors, LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
o
|
||
6.
|
Citizenship or Place of Organization
Massachusetts
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
19,489
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
19,489
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
19,489
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0.06%
|
|||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
Great Hill Equity Partners III, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
4,398,828
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
4,398,828
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,398,828
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
12.83%
|
|||
14.
|
Type of Reporting Person (See Instructions)
PN
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
Great Hill Partners GP III, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
4,398,828
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
4,398,828
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,398,828
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
12.83%
|
|||
14.
|
Type of Reporting Person (See Instructions)
PN
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
GHP III, LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
4,398,828
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
4,398,828
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,398,828
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
12.83%
|
|||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
Great Hill Equity Partners IV, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
2,306,497
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
2,306,497
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,306,497
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.75%
|
|||
14.
|
Type of Reporting Person (See Instructions)
PN
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
Great Hill Partners GP IV, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
2,306,497
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
2,306,497
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,306,497
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.75%
|
|||
14.
|
Type of Reporting Person (See Instructions)
PN
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
GHP IV, LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
2,306,497
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
2,306,497
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,306,497
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.75%
|
|||
14.
|
Type of Reporting Person (See Instructions)
OO
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
Matthew T. Vettel
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
6,724,814
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
6,724,814
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,724,814
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
19.54%
|
|||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
Christopher S. Gaffney
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
6,724,814
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
6,724,814
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,724,814
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
19.54%
|
|||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
John G. Hayes
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
6,724,814
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
6,724,814
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,724,814
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
19.54%
|
|||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
Michael A. Kumin
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC / PF
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
20,630
|
||
8.
|
Shared Voting Power
6,705,325
|
|||
9.
|
Sole Dispositive Power
20,630
|
|||
10.
|
Shared Dispositive Power
6,705,325
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,725,955
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
19.54%
|
|||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|||
SCHEDULE 13D
CUSIP No. 92847A20 0
|
||||
1.
|
Names of Reporting Persons.
Mark D. Taber
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ý
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizenship or Place of Organization
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power
0
|
||
8.
|
Shared Voting Power
6,705,325
|
|||
9.
|
Sole Dispositive Power
0
|
|||
10.
|
Shared Dispositive Power
6,705,325
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,705,325
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
ý
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
19.48%
|
|||
14.
|
Type of Reporting Person (See Instructions)
IN
|
|||
Item 4.
|
Purpose of Transaction.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Exhibit 1
|
Agreement and Plan of Merger, dated as of July 1, 2014, by and among the Issuer, The Kroger Co. and Vigor Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Vitacost.com, Inc. on July 2, 2014).
|
|
Exhibit 2
|
Tender and Support Agreement, dated as of July 1, 2014, by and among The Kroger Co., Vigor Acquisition Corp. and Great Hill Investors, LLC.
|
|
Exhibit 3
|
Tender and Support Agreement, dated as of July 1, 2014, by and among The Kroger Co., Vigor Acquisition Corp. and Great Hill Equity Partners III, L.P.
|
|
Exhibit 4
|
Tender and Support Agreement, dated as of July 1, 2014, by and among The Kroger Co., Vigor Acquisition Corp. and Great Hill Equity Partners IV, L.P.
|
GREAT HILL INVESTORS, LLC
|
||
By:
|
/s/ Christopher S. Gaffney
|
|
Name:
|
Christopher S. Gaffney*
|
|
Title:
|
A Manager
|
GREAT HILL EQUITY PARTNERS III, L.P.
|
||
By: GREAT HILL PARTNERS GP III, L.P., its General Partner
|
||
By: GHP III, LLC, its General Partner
|
||
By:
|
/s/ Christopher S. Gaffney
|
|
Name:
|
Christopher S. Gaffney*
|
|
Title:
|
A Manager
|
GREAT HILL PARTNERS GP III, L.P.
|
||
By: GHP III, LLC, its General Partner
|
||
By:
|
/s/ Christopher S. Gaffney
|
|
Name:
|
Christopher S. Gaffney*
|
|
Title:
|
A Manager
|
GHP III, LLC
|
||
By:
|
/s/ Christopher S. Gaffney
|
|
Name:
|
Christopher S. Gaffney*
|
|
Title:
|
A Manager
|
GREAT HILL EQUITY PARTNERS IV, L.P.
|
||
By: GREAT HILL PARTNERS GP IV, L.P., its General Partner
|
||
By: GHP IV, LLC, its General Partner
|
||
By:
|
/s/ Christopher S. Gaffney
|
|
Name:
|
Christopher S. Gaffney*
|
|
Title:
|
A Manager
|
GREAT HILL PARTNERS GP IV, L.P.
|
||
By: GHP IV, LLC, its General Partner
|
||
By:
|
/s/ Christopher S. Gaffney
|
|
Name:
|
Christopher S. Gaffney*
|
|
Title:
|
A Manager
|
|
GHP IV, LLC
|
||
By:
|
/s/ Christopher S. Gaffney
|
|
Name:
|
Christopher S. Gaffney*
|
|
Title:
|
A Manager
|
|
/s/ Christopher S. Gaffney
|
|
Name: Christopher S. Gaffney*
|
|
/s/ John G. Hayes
|
|
Name: John G. Hayes*
|
|
/s/ Matthew T. Vettel
|
|
Name: Matthew T. Vettel*
|
|
/s/ Michael A. Kumin
|
|
Name: Michael A. Kumin*
|
|
/s/ Mark D. Taber
|
|
Name: Mark D. Taber*
|
|
*By:
|
/s/ Laurie T. Gerber
|
||
Name:
|
Laurie T. Gerber
|
||
Title:
|
Attorney in fact
|
Exhibit 1
|
Agreement and Plan of Merger, dated as of July 1, 2014, by and among the Issuer, The Kroger Co. and Vigor Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Vitacost.com, Inc. on July 2, 2014).
|
|
Exhibit 2
|
Tender and Support Agreement, dated as of July 1, 2014, by and among The Kroger Co., Vigor Acquisition Corp. and Great Hill Investors, LLC.
|
|
Exhibit 3
|
Tender and Support Agreement, dated as of July 1, 2014, by and among The Kroger Co., Vigor Acquisition Corp. and Great Hill Equity Partners III, L.P.
|
|
Exhibit 4
|
Tender and Support Agreement, dated as of July 1, 2014, by and among The Kroger Co., Vigor Acquisition Corp. and Great Hill Equity Partners IV, L.P.
|
|
if to Parent or Acquisition Sub, to:
|
|
with a copy to:
|
|
if to Stockholder, to: the address for notice set forth on the signature page hereto
|
|
with a copy to:
|
|
and:
|
THE KROGER CO.,
an Ohio corporation
|
|||||
By:
|
/s/ Christine S. Wheatley
|
||||
Name:
|
Christine S. Wheatley
|
||||
Title:
|
Group Vice President, Secretary and General Counsel
|
||||
VIGOR ACQUISITION CORP.,
a Delaware corporation
|
|||||
By:
|
/s/ Christine S. Wheatley
|
||||
Name:
|
Christine S. Wheatley
|
||||
Title:
|
President
|
GREAT HILL INVESTORS, LLC
|
|||
By:
|
/s/ Michael Kumin
|
||
Name:
|
Michael Kumin
|
||
Title:
|
Authorized Signatory
|
Shares Beneficially Owned
|
Shares Owned of Record
|
Shares subject to Company Options
|
Shares subject to Company Warrants
|
|||
19,489
|
18,550
|
0
|
939
|
|||
|
if to Parent or Acquisition Sub, to:
|
|
with a copy to:
|
|
if to Stockholder, to: the address for notice set forth on the signature page hereto
|
|
with a copy to:
|
|
and:
|
THE KROGER CO.,
an Ohio corporation
|
|||||
By:
|
/s/ Christine S. Wheatley
|
||||
Name:
|
Christine S. Wheatley
|
||||
Title:
|
Group Vice President, Secretary and General Counsel
|
||||
VIGOR ACQUISITION CORP.,
a Delaware corporation
|
|||||
By:
|
/s/ Christine S. Wheatley
|
||||
Name:
|
Christine S. Wheatley
|
||||
Title:
|
President
|
GREAT HILL EQUITY PARTNERS III, L.P.
|
|||
By: GREAT HILL PARTNERS GP III, L.P., its General Partner
|
|||
By: GHP III, LLC, its General Partner
|
|||
By:
|
/s/ Michael Kumin
|
||
Name:
|
Michael Kumin
|
||
Title:
|
Authorized Signatory
|
Shares Beneficially Owned
|
Shares Owned of Record
|
Shares subject to Company Options
|
Shares subject to Company Warrants
|
|||
4,398,828
|
4,161,898
|
26,241
|
210,689
|
|||
|
if to Parent or Acquisition Sub, to:
|
|
with a copy to:
|
|
if to Stockholder, to: the address for notice set forth on the signature page hereto
|
|
with a copy to:
|
|
and:
|
THE KROGER CO.,
an Ohio corporation
|
|||||
By:
|
/s/ Christine S. Wheatley
|
||||
Name:
|
Christine S. Wheatley
|
||||
Title:
|
Group Vice President, Secretary and General Counsel
|
||||
VIGOR ACQUISITION CORP.,
a Delaware corporation
|
|||||
By:
|
/s/ Christine S. Wheatley
|
||||
Name:
|
Christine S. Wheatley
|
||||
Title:
|
President
|
GREAT HILL EQUITY PARTNERS IV, L.P.
|
|||
By: GREAT HILL PARTNERS GP IV, L.P., its General Partner
|
|||
By: GHP IV, LLC, its General Partner
|
|||
By:
|
/s/ Michael Kumin
|
||
Name:
|
Michael Kumin
|
||
Title:
|
Authorized Signatory
|
Shares Beneficially Owned
|
Shares Owned of Record
|
Shares subject to Company Options
|
Shares subject to Company Warrants
|
|||
2,306,497
|
2,182,265
|
13,759
|
110,473
|
|||