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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vitacost.com, Inc. [ VITC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, $0.00001 par value per share | 08/15/2014 | U | 18,550(1)(2) | D | $8 | 0 | D | |||
Common Stock, $0.00001 par value per share | 08/15/2014 | U | 4,161,898(1)(3) | D | $8 | 0 | I | See Footnotes | ||
Common Stock, $0.00001 par value per share | 08/15/2014 | U | 2,182,265(1)(4) | D | $8 | 0 | I | See Footnotes |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $7.04 | 08/15/2014 | 08/15/2014 | X | 939 | (5) | (5) | Common Stock | 939 | (5) | 0 | D | |||
Warrant to Purchase Common Stock | $7.04 | 08/15/2014 | 08/15/2014 | X | 210,689 | (6) | (6) | Common Stock | 210,689 | (6) | 0 | I | See Footnote | ||
Warrant to Purchase Common Stock | $7.04 | 08/15/2014 | 08/15/2014 | X | 110,473 | (7) | (7) | Common Stock | 110,473 | (7) | 0 | I | See Footnote |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This report is filed jointly by Great Hill Investors, LLC ("GHI"), Great Hill Partners GP III, L.P. ("GHEPIIIGP"), Great Hill Equity Partners III, L.P. ("GHEP III"), GHP III, LLC ("GHPIII"), Great Hill Partners GP IV, L.P. ("GHEPIVGP"), Great Hill Equity Partners IV, L.P. ("GHEP IV"), GHP IV, LLC ("GHPIV"), Christopher S. Gaffney ("Gaffney"), John G. Hayes ("Hayes"), Michael A. Kumin ("Kumin"), Mark D. Taber ("Taber") and Matthew T. Vettel ("Vettel"). |
2. These shares were tendered by GHI into the tender offer commenced by Vigor Acquisition Corp., a wholly-owned subsidiary of The Kroger Co., to purchase all of the issued and outstanding shares of common stock of the Issuer, at a purchase price of $8.00 per share, net to the holder thereof in cash, without interest thereon and subject to any required tax withholding (the "Offer"). Each of Gaffney, Hayes and Vettel may be deemed to indirectly beneficially own shares beneficially owned by GHI and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
3. These shares were tendered by GHEP III into the Offer. Each of Gaffney, Hayes, Kumin, Taber and Vettel, together with GHEPIIIGP and GHPIII, may be deemed to indirectly beneficially own shares beneficially owned by GHEP III and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
4. These shares were tendered by GHEP IV into the Offer. Each of Gaffney, Hayes, Kumin, Taber and Vettel, together with GHEPIVGP and GHPIV, may be deemed to indirectly beneficially own shares beneficially owned by GHEP IV and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
5. GHI disposed of this warrant on a net exercise basis, tendering 112.68 shares issuable upon exercise into the Offer. Each of Gaffney, Hayes and Vettel may be deemed to indirectly beneficially own shares beneficially owned by GHI and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
6. GHEP III disposed of this warrant on a net exercise basis, tendering 25,282.68 shares issuable upon exercise into the Offer. Each of Gaffney, Hayes, Kumin, Taber and Vettel, together with GHEPIIIGP and GHPIII, may be deemed to indirectly beneficially own shares beneficially owned by GHEP III and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
7. GHEP IV disposed of this warrant on a net exercise basis, tendering 13,256.76 shares issuable upon exercise into the Offer. Each of Gaffney, Hayes, Kumin, Taber and Vettel, together with GHEPIVGP and GHPIV, may be deemed to indirectly beneficially own shares beneficially owned by GHEP IV and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
Remarks: |
There are two parts to this Form 4 filing because of the constraint of a maximum of ten filers in a jointly filed Form 4. GHI, GHEPIIIGP, GHEP III, GHPIII, GHEPIVGP, GHEP IV and GHPIV reported the above dispositions on the first part of this Form 4 filing. |
/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Investors, LLC | 08/19/2014 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin | 08/19/2014 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Mark D. Taber | 08/19/2014 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney | 08/19/2014 | |
/s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes | 08/19/2014 | |
/s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel | 08/19/2014 | |
** 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 4 (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. |