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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/17/2011
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
Series C Non Convertible Preferred Stock 10/17/2011 P (1) 9,539 (2) A $100 9,539 D
Series C Non Convertible Preferred Stock 10/17/2011 P (1) 354 (3) A $100 354 D
Series C Non Convertible Preferred Stock 10/17/2011 P (1) 107 (4) A $100 107 D
Series C Non Convertible Preferred Stock 9,893 I See Footnote (5)
Series C Non Convertible Preferred Stock 10,000 I See Footnote (6)
Series C Non Convertible Preferred Stock 10,000 I See Footnote (7)
Series C Non Convertible Preferred Stock 9,893 I See Footnote (8)
Series C Non Convertible Preferred Stock 9,893 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
Warrant to Purchase Common Stock (Right to buy) $2.9 10/17/2011 A (10) 257,544 (11) (10) (10) Common Stock 257,544 (10) 257,544 (11) D
Warrant to Purchase Common Stock (Right to buy) $2.9 10/17/2011 A (10) 9,568 (12) (10) (10) Common Stock 9,568 (10) 9,568 (12) D
Warrant to Purchase Common Stock (Right to buy) $2.9 10/17/2011 A (10) 2,888 (13) (10) (10) Common Stock 2,888 (10) 2,888 (13) D
Warrant to Purchase Common Stock (Right to buy) (10) (10) (10) Common Stock 267,112 267,112 I See Footnote (14)
Warrant to Purchase Common Stock (Right to buy) (10) (10) (10) Common Stock 270,000 270,000 I See Footnote (15)
Warrant to Purchase Common Stock (Right to buy) (10) (10) (10) Common Stock 270,000 270,000 I See Footnote (16)
Warrant to Purchase Common Stock (Right to buy) (10) (10) (10) Common Stock 267,112 267,112 I See Footnote (17)
Warrant to Purchase Common Stock (Right to buy) (10) (10) (10) Common Stock 267,112 267,112 I See Footnote (18)
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 October 17, 2011, New Atlantic Venture Fund III, L.P, a Delaware limited partnership ("Fund III"), New Atlantic Entrepreneur Fund, L.P., a Delaware limited partnership ("Entrepreneur Fund") and NAV Managers Fund, LLC, a Delaware limited liability company ("Managers Fund") acquired, in the aggregate, 10,000 shares of Series C Non Convertible Preferred Stock ("Preferred Stock") of the Issuer in a directly negotiated transaction at an aggregate purchase price of $1,000,000. Fund III purchased 9,539 shares of Preferred Stock of the Issuer, Entrepreneur Fund purchased 354 shares of Preferred Stock of the Issuer and Managers Fund purchased 107 shares of Preferred Stock of the Issuer.
2. Represents shares owned directly by Fund III.
3. Represents shares owned directly by Entrepreneur Fund.
4. Represents shares owned directly by Managers Fund.
5. Represents shares of Preferred Stock held indirectly by New Atlantic Fund III, LLC (the "General Partner"), the General Partner of Fund III and Entrepreneur Fund.
6. Represents 9539 shares of Preferred Stock held indirectly by Mr. Backus in Fund III, 354 shares of Preferred Stock held indirectly by Mr. John Backus in Entrepreneur Fund, and 107 shares of Preferred Stock held indirectly by Mr. Backus in Managers Fund.
7. Represents 9539 shares of Preferred Stock held indirectly by Mr. Hixon in Fund III, 354 shares of Preferred Stock held indirectly by Mr. Todd Hixon in Entrepreneur Fund, and 107 shares of Preferred Stock held indirectly by Mr. Hixon in Managers Fund.
8. Represents 9539 shares of Preferred Stock held indirectly by Mr. Johnson in Fund III, and 354 shares of Preferred Stock held indirectly by Mr. Scott Johnson in Entrepreneur Fund.
9. Represents 9539 shares of Preferred Stock held indirectly by Mr. Delistathis in Fund III, and 354 shares of Preferred Stock held indirectly by Mr. Thanasis Delistathis in Entrepreneur Fund.
10. In connection with the Preferred Stock Purchase, on October 17, 2011, Fund III received an immediately exercisable 5-year warrant to purchase 257,544 shares of Issuer's Common Stock, Entrepreneur Fund received a warrant to purchase 9,568 shares of Issuer's Common Stock and Managers Fund received a warrant to purchase 2,888 shares of Issuer's Common Stock (collectively, the "Warrants"). Each warrant is exercisable at a price of $2.90 per share.
11. Represents Warrants owned directly by Fund III.
12. Represents Warrants owned directly by Entrepreneur Fund.
13. Represents Warrants owned directly by Managers Fund.
14. Represents warrants owned indirectly by the General Partner.
15. Represents warrants owned indirectly by Mr. Backus.
16. Represents warrants owned indirectly by Mr. Hixon.
17. Represents warrants owned indirectly by Mr. Johnson.
18. Represents warrants owned indirectly by Mr. Delistathis.
Remarks:
This is a joint filing by (i) Fund III, (ii) Managers Fund, an affiliate of Fund III which is member managed, (iii) Entrepreneur Fund, an affiliate of Fund III; (iv) New Atlantic Fund III, LLC which is 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 Managers Fund. 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 Managers Fund. 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 Managers Fund, 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.
New Atlantic Venture Fund III, L.P., By: New Atlantic Fund III, LLC (General Partner),By: /s/ John C. Backus, Title: Managing Member 10/26/2011
NAV Managers Fund, LLC, By: /s/ Todd L. Hixon, Title: Member 10/26/2011
New Atlantic Entrepreneur Fund III, L.P., By: New Atlantic Fund III, LLC (General Partner), By: /s/ John C. Backus, Title: Managing Member 10/26/2011
New Atlantic Fund III, LLC, By: /s/ John C. Backus, Title: Managing Member 10/26/2011
/s/ John C. Backus 10/26/2011
/s/ Todd L. Hixon 10/26/2011
/s/ Scott M. Johnson 10/26/2011
/s/ Thanasis Delistathis 10/26/2011
** Signature of Reporting Person Date
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