SEC FORM 4

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^*

MILLER LLOYD I III

(Last)

(First)

(Middle)

222 LAKEVIEW AVENUE

SUITE 160-365

(Street)

WEST PALM BEACH

33401

(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)
06/28/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/28/2012		X		156,250	A	$1.6	156,250⁽¹⁾	I	By Milfam I L.P.
Common Stock	06/28/2012		X		156,250	A	$1.6	312,500⁽¹⁾	I	By Milfam I L.P.
Common Stock	06/28/2012		X		585,808	A	$3	898,308⁽¹⁾	I	By Milfam I L.P.
Common Stock	06/28/2012		X		250,000	A	$2.9	1,148,308⁽¹⁾	I	By Milfam I L.P.
Common Stock	06/28/2012		S		38,343	D	$6.74⁽²⁾	1,109,965⁽¹⁾	I	By Milfam I L.P.
Common Stock	06/28/2012		S		38,343	D	$6.74⁽²⁾	1,071,622⁽¹⁾	I	By Milfam I L.P.
Common Stock	06/28/2012		S		251,419	D	$6.99⁽³⁾	820,203⁽¹⁾	I	By Milfam I L.P.
Common Stock	06/28/2012		S		103,719	D	$6.99⁽⁴⁾	716,484⁽¹⁾	I	By Milfam I L.P

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$2.9	06/28/2012	06/28/2012	X			250,000	09/02/2011	09/02/2016	Common Stock	250,000	$0.00⁽⁴⁾	0	I	By Milfam I L.P.
Warrant	$1.6	06/28/2012	06/28/2012	X			156,250	12/15/2009	12/15/2014	Common Stock	156,250	$0.00⁽²⁾	0	I	By Milfam I L.P.
Warrant	$1.6	06/28/2012	06/28/2012	X			156,250	05/03/2010	05/03/2015	Common Stock	156,250	$0.00⁽²⁾	0	I	By Milfam I L.P.
Series B Preferred Stock	$0.00⁽⁵⁾							11/08/2010	⁽⁶⁾	Common Stock	886,895		886,895⁽¹⁾	I	By Milfam I L.P.
7% Senior Secured Convertible Promissory Note	$0.00⁽⁷⁾							11/08/2010	12/31/2012	Common Stock	292,620		292,620⁽¹⁾	I	By Milfam I L.P.
Warrant	$3	06/28/2012	06/28/2012	X			585,808	11/08/2010	11/08/2015	Common Stock	585,808	$0.00⁽³⁾	0	I	By Milfam I L.P.

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securites covered by this filing.

2. The reporting person exercised a warrant to purchase 156,250 shares of common stock for the original conversion price of $1.60 per share. The reporting person paid the exercise price on a cashless basis, resulting in the company issuing 117,907 shares of common stock to the reporting person.

3. The reporting person exercised a warrant to purchase 585,808 shares of common stock for the original conversion price of $3.00 per share. The reporting person paid the exercise price on a cashless basis, resulting in the company issuing 334,389 shares of common stock to the reporting person.

4. The reporting person exercised a warrant to purchase 250,000 shares of common stock for the original conversion price of $2.90 per share. The reporting person paid the exercise price on a cashless basis, resulting in the company issuing 146,281 shares of common stock to the reporting person.

5. The reporting person holds 177,379 shares of Series B Preferred Stock. This amount includes 11,605 shares of Series B Preferred Stock received by the reporting person as a dividend for the year 2011. Each share of Series B Preferrred Stock is immediately convertible into 5 shares of common stock.

6. N/A

7. The convertible note is immediately convertible into 58,524 shares of Series B Preferred Stock which amount includes a $53,048.39 interest payment on the convertible note received through May 8, 2012. Each share of Series B Preferred Stock is immediately convertible into 5 shares of common stock.

Remarks:

	/s/ David J. Hoyt Attorney-in-fact	07/02/2012
	** 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).
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