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*
NEW ATLANTIC VENTURE FUND III L P

(Last) (First) (Middle)
11911 FREEDOM DRIVE, SUITE 1080

(Street)
RESTON VA 20190

(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)
08/03/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 08/03/2011 P (1) 408,798 (2) A $3.5 1,956,941 D
Common Stock 08/03/2011 P (1) 4,585 (3) A $3.5 21,947 D
Common Stock 08/03/2011 P (1) 15,189 (4) A $3.5 72,708 D
Common Stock 08/03/2011 P (1) 423,987 A $3.5 2,029,649 I See Footnote (5)
Common Stock 08/03/2011 P (1) 428,572 A $3.5 2,051,596 I See Footnote (6)
Common Stock 08/03/2011 P (1) 428,572 A $3.5 2,051,596 I See Footnote (7)
Common Stock 08/03/2011 P (1) 423,987 A $3.5 2,029,649 I See Footnote (8)
Common Stock 08/03/2011 P (1) 423,987 A $3.5 2,029,649 I See Footnote (9)
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
1. Name and Address of Reporting Person*
NEW ATLANTIC VENTURE FUND III L P

(Last) (First) (Middle)
11911 FREEDOM DRIVE, SUITE 1080

(Street)
RESTON VA 20190

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NAV MANAGERS FUND LLC

(Last) (First) (Middle)
11911 FREEDOM DRIVE, SUITE 1080

(Street)
RESTON VA 20190

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEW ATLANTIC ENTREPRENEUR FUND III LP

(Last) (First) (Middle)
11911 FREEDOM DRIVE, SUITE 1080

(Street)
RESTON VA 20190

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEW ATLANTIC FUND III LLC

(Last) (First) (Middle)
11911 FREEDOM DRIVE, SUITE 1080

(Street)
RESTON VA 20190

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Backus John C

(Last) (First) (Middle)
11911 FREEDOM DRIVE, SUITE 1080

(Street)
RESTON VA 20190

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hixon Todd L

(Last) (First) (Middle)
11911 FREEDOM DRIVE, SUITE 1080

(Street)
RESTON VA 20190

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Johnson Scott M

(Last) (First) (Middle)
11911 FREEDOM DRIVE, SUITE 1080

(Street)
RESTON VA 20190

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Delistathis Thanasis

(Last) (First) (Middle)
11911 FREEDOM DRIVE, SUITE 1080

(Street)
RESTON VA 20190

(City) (State) (Zip)
Explanation of Responses:
1. On August 3, 2011, New Atlantic Venture Fund III, L.P., NAV Managers Fund, LLC and New Atlantic Entrepreneur Fund, L.P. purchased directly from the Issuer, 408,798, 4,585 and 15,189 shares of the Issuer's Common Stock, respectively.
2. Represents shares owned directly by New Atlantic Venture Fund III, L.P. ("Fund III").
3. Represents shares owned directly by NAV Managers Fund, LLC ("NAV LLC").
4. Represents shares owned directly by New Atlantic Entrepreneur Fund, L.P. ("Entrepreneur Fund").
5. Represents shares of Common Stock held indirectly by New Atlantic Fund III, LLC (the "General Partner"), the General Partner of Fund III and Entrepreneur Fund.
6. Represents 1,956,941 shares of Common Stock held indirectly by Mr. Backus in Fund III, 72,708 shares of Common Stock held indirectly by Mr. John Backus in Entrepreneur Fund, and 21,947 shares of Common Stock held indirectly by Mr. Backus in NAV LLC.
7. Represents 1,956,941 shares of Common Stock held indirectly by Mr. Hixon in Fund III, 72,708 shares of Common Stock held indirectly by Mr. Todd Hixon in Entrepreneur Fund, and 21,947 shares of Common Stock held indirectly by Mr. Hixon in NAV LLC.
8. Represents 1,956,941 shares of Common Stock held indirectly by Mr. Johnson in Fund III, and 72,708 shares of Common Stock held indirectly by Mr. Scott Johnson in Entrepreneur Fund.
9. Represents 1,956,941 shares of Common Stock held indirectly by Mr. Delistathis in Fund III, and 72,708 shares of Common Stock held indirectly by Mr. Thanasis Delistathis in Entrepreneur Fund.
Remarks:
This is a joint filing by (i) New Atlantic Venture Fund III, L.P., a Delaware limited partnership ("Fund III"), (ii) NAV Managers Fund, LLC, a Delaware limited liability company ("NAV LLC"), an affiliate of Fund III which is member managed, (iii) New Atlantic Entrepreneur Fund III, L.P., a Delaware limited partnership ("Entrepreneur Fund"), an affiliate of Fund III, (iv) New Atlantic Fund III, LLC, a Delaware limited liability company ("General Partner"), the general partner of Fund III and Entrepreneur Fund; (v) John C. Backus, a United States citizen ("Backus"), (vi) Todd L. Hixon ("Hixon"), a United States citizen, (vii) Scott M. Johnson ("Johnson"), a United States citizen and (viii) Thanasis Delistathis ("Delistathis"), a United States citizen. Messrs. Backus, Hixon, Johnson and Delistathis are the managing members of the General Partner. Mr. Hixon and Mr. Backus, as trustee of the John C. Backus, Jr. Irrevocable Trust, are members of NAV LLC. Messrs. Backus, Hixon, Johnson and Delistathis, share voting and investment control over all securities owned by Fund III, Entrepreneur Fund and the General Partner. The John C. Backus, Jr. Irrevocable Trust, John C. Backus, Trustee and Todd Hixon share voting and investment control over the securities owned by NAV LLC. Each of Messrs. Backus, Hixon, Johnson and Delistathis disclaim beneficial ownership of the shares held directly by Fund III, the General Partner and Entrepreneur Fund except to the extent of their pecuniary interest therein. Messrs. Backus and Hixon disclaim beneficial ownership of the shares held directly by NAV LLC, except to the extent of their pecuniary interest therein. The General Partner disclaims beneficial ownership of shares held directly by Fund III and Entrepreneur Fund except to the extent of its pecuniary interest therein.
/s/ John C. Backus, Managing Member, New Atlantic Fund III, LLC (General Partner) for New Atlantic Venture Fund III, L.P. 08/05/2011
/s/ Todd L. Hixon, Member for NAV Managers Fund, LLC 08/05/2011
/s/ John C. Backus, Managing Member, New Atlantic Fund III, LLC (General Partner) for New Atlantic Entrepreneur Fund III, L.P. 08/05/2011
/s/ John C. Backus, Managing Member for New Atlantic Fund III, LLC 08/05/2011
/s/ John C. Backus 08/05/2011
/s/ Todd L. Hixon 08/05/2011
/s/ Scott M. Johnson 08/05/2011
/s/ Thanasis Delistathis 08/05/2011
** Signature of Reporting Person Date
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