<SEC-DOCUMENT>0001472575-13-000002.txt : 20130604
<SEC-HEADER>0001472575-13-000002.hdr.sgml : 20130604
<ACCEPTANCE-DATETIME>20130604140314
ACCESSION NUMBER:		0001472575-13-000002
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20130604
DATE AS OF CHANGE:		20130604

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Vitacost.com, Inc.
		CENTRAL INDEX KEY:			0001401688
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
		IRS NUMBER:				371333024
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-85269
		FILM NUMBER:		13890690

	BUSINESS ADDRESS:	
		STREET 1:		5400 BROKEN SOUND BLVD NW
		STREET 2:		SUITE 500
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33487-3521
		BUSINESS PHONE:		(561) 982-4180

	MAIL ADDRESS:	
		STREET 1:		5400 BROKEN SOUND BLVD NW
		STREET 2:		SUITE 500
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33487-3521

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Ilfeld David N
		CENTRAL INDEX KEY:			0001472575

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	MAIL ADDRESS:	
		STREET 1:		C/O VITACOST.COM, INC.
		STREET 2:		5400 BROKEN SOUND BLVD., NW - SUITE 500
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33487
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>v173813_sc13gJune20131.txt
<TEXT>
 SC 13G 1 v173813_sc13g.txt

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934


Vitacost.com, Inc.

(Name of Issuer)


Common Stock


(Title of Class of Securities)


092847A20 0


(CUSIP Number)


December 7, 2012


(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-(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.:      092847A20 0


        1)

      Names of Reporting Persons


David N. Ilfeld


        2)

      Check the Appropriate Box if a Member of a Group


(a)

(b)


        3)

      SEC Use Only


        4)

      Citizenship or Place of Organization

      USA


      Number of

      5)

      Sole Voting Power

      2,535,637*


      Shares


      Beneficially

      6)

      Shared Voting Power

      0


      Owned


      by Each

      7)

      Sole Dispositive Power

      2,535,637*


      Reporting


      Person With

      8)

      Shared Dispositive Power

      0


        9)

      Aggregate Amount Beneficially Owned by Each Reporting
      Person 2,535,637*


      10)

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares x


      11)

      Percent of Class Represented by Amount in Row (9)     7.57%


      12)

      Type of Reporting Person            IN


*Consists of 2,516,637 shares of common stock of Issuer and options
to purchase 19,000 shares of common stock of Issuer. Excludes 64,000
shares of common stock held by Dr. Ilfeld's wife.


2


      Item 1(a)

      Name of Issuer:


Vitacost.com, Inc.


      Item 1(b)

      Address of Issuer's Principal Executive Offices:


5400 Broken Sound Blvd., NW

Suite 500

Boca Raton, FL  33487


      Item 2(a)

      Name of Person Filing:


David N. Ilfeld


      Item 2(b)

      Address of Principal Business Office or, if none, Residence:

Residence

21070 Rosedown Court
Boca Raton, FL 33433  USA


      Item 2(c)

      Citizenship:


USA


      Item 2(d)

      Title of Class of Securities:


Common Stock


Item 2(e)  CUSIP Number:


092847A20 0


      Item 3.

      If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
      whether the person filing is a:


       (a) o Broker or Dealer registered under Section 15 of the Act (15 U.S.C.
      78o)
       (b) oBank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
       (c) oInsurance Company as defined in section 3(a)(19) of the Act (15
      U.S.C. 78c)


      (d)


      Investment Company registered under section 8 of the Investment Company
      Act of 1940 (U.S.C. 80a-8)


      (e)


      Investment Adviser in accordance with 240.13d-1(b)(1)(ii)(E)


      (f)


      Employee Benefit Plan or endowment fund in accordance with
      240.13d-1(b)(1)(ii)(F)


      (g)


      Parent Holding Company or control person in accordance with
      240.13d-1(b)(1)(ii)(G)


      (h)


      savings associations as defined in Section 3(b) of the Federal Deposit
      Insurance Act (12 U.S.C. 1813)


      (i)


      church plan that is excluded from the definition of an investment company
      under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
      80a-3)


      (j)


      Group, in accordance with 240.13d-1(b)(1)(ii)(J)


3


Item 4.  Ownership


(a)           Amount Beneficially Owned:


2,535,637*


(b)          Percent of Class:


Based on calculations, and there being
33,511,259 shares of common stock of the Issuer outstanding as of December
2012 as reported to me by the attorney at Vitacost.com, the Reporting Person
beneficially owns approximately 7.57% of the outstanding shares of the
Issuer's common stock.


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


      (i)

      sole power to vote or to direct the vote

      2,535,637*


      (ii)

      shared power to vote or to direct the vote

      0


      (iii)

      sole power to dispose or to direct the disposition of

      2,535,637*


      (iv)

      shared power to dispose or to direct the disposition of

      0


*Consists of 2,516,637 shares of common stock of Issuer and options
to purchase 19,000 shares of common stock of Issuer. Excludes 64,000
shares of common stock held by Dr. Ilfeld's wife.


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  o.


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


Not applicable


Item 8.   Identification and Classification of Members of the Group


Not applicable


Item 9.   Notice of Dissolution of Group


Not applicable


4


Item 10.  Certification


Signature.


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.


Date:    June 4, 2013


Signature:


      /s/


      David N. Ilfeld


5


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