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*
KROGER CO

(Last) (First) (Middle)
1014 VINE STREET

(Street)
CINCINNATI OH 45202-1100

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vitacost.com, Inc. [ VITC ]
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)
08/18/2014
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, par value $0.00001 per share (1) (2) 08/18/2014 P 30,678,665 A $8 30,678,665 I See Footnote (3)
Common Stock, par value $0.00001 per share 08/18/2014 P 3,749,701 (4) A $8 1,000 (5) I See Footnote (3)
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*
KROGER CO

(Last) (First) (Middle)
1014 VINE STREET

(Street)
CINCINNATI OH 45202-1100

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vigor Acquisition Corp

(Last) (First) (Middle)
1014 VINE STREET

(Street)
CINCINNATI OH 45202-1100

(City) (State) (Zip)
Explanation of Responses:
1. This form is a joint filing by The Kroger Co. ("Kroger") and Vigor Acquisition Corp., a direct wholly owned subsidiary of Kroger ("Acquisition Corp.").
2. Shares of Common Stock, par value $0.00001 per share (the "Shares"), of Vitacost.com, Inc. ("Vitacost") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of July 1, 2014 (the "Merger Agreement"), by and among Kroger, Acquisition Corp. and Vitacost (such tender offer, the "Offer").
3. Shares were held by Acquisition Corp. As Acquisition Corp. is a direct wholly owned subsidiary of Kroger, Kroger may be deemed to have acquired indirect beneficial ownership of the Shares.
4. Reflects all of the outstanding shares of Vitacost not tendered in the Offer, which may be deemed to have been acquired by Kroger and Acquisition Corp. pursuant to the consummation of the Merger (as defined below).
5. Acquisition Corp. was merged with and into Vitacost, with Vitacost surviving the Merger as a direct wholly owned subsidiary of Kroger pursuant to a "back-end merger" under Delaware law (the "Merger"). At the effective time of the Merger, all of Vitacost's previously outstanding stock held by the registrants was canceled. Prior to the Merger, Kroger directly held 1,000 shares of Acquisition Corp., which represented all of the issued and outstanding capital stock of Acquisition Corp. At the effective time of the Merger, each share of Acquisition Corp. was converted into a share of the surviving company's stock.
Remarks:
Exhibit List: Exhibit 99.1 - Joint Filer Information; Exhibit 99.2 - Joint Filer Signatures
/s/ Christine S. Wheatley 08/18/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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