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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Horowitz Jeffrey

(Last)

(First)

(Middle)

5400 BROKEN SOUND BLVD NW, STE 500

(Street)

BOCA RATON

33487-3521

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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)

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	08/18/2014		U⁽¹⁾		300,000	D	$8	0	D
Common Stock	08/18/2014		U⁽¹⁾		2,365,881	D	$8	0	I	See footnote⁽²⁾

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	$7.04	08/18/2014		U⁽³⁾		776,286		⁽³⁾	⁽³⁾	Common Stock	93,154	$0.96	0	I	See footnote⁽⁴⁾
Restricted Stock Units	$0	08/18/2014		D			48,200	⁽⁵⁾	02/03/2024	Common Stock	48,200	$0	0	D
Stock Option	$5.96	08/18/2014		D			400,000	⁽⁶⁾	01/16/2024	Common Stock	400,000	$2.04	0	D
Stock Option	$7.15	08/18/2014		D			172,500	⁽⁷⁾	02/12/2023	Common Stock	172,500	$0.85	0	D
Stock Option	$4.33	08/18/2014		D			367,250	⁽⁸⁾	⁽⁸⁾	Common Stock	367,250	$3.67	0	D
Stock Option	$3.75	08/18/2014		D			582,750	⁽⁸⁾	⁽⁸⁾	Common Stock	582,750	$4.25	0	D
Stock Option	$8.91	08/18/2014		J⁽⁹⁾			50,000	⁽⁹⁾	⁽⁹⁾	Common Stock	50,000	$0⁽⁹⁾	0	D

Explanation of Responses:

1. On August 18, 2014, pursuant to that certain Agreement and Plan of Merger by and among Vitacost.com, Inc., The Kroger Co. and Vigor Acquisition Corp., dated July 1, 2014 (the "Merger Agreement") at the effective time, each outstanding share of Vitacost Common Stock was converted in to the right to receive $8.00 per share (the "Offer Price").

2. These shares of common stock are owned by JHH Capital, LLC (an entity affiliated with Mr. Jeffrey Horowitz of which he together with his wife own, as tenants by the entirety, 100% of the economic interest).

3. This warrant was issued pursuant to that certain Warrant Purchase Agreement by and among Vitacost and the other parties thereto dated February 16, 2012 (the "Warrant"). Pursuant to the Merger Agreement, this warrant was conditionally net exercised at the Offer Price in order to permit the holder to participate in the tender of offer for the purchase of the shares of Vitacost.

4. The shares of common stock received from the exercise of the Warrant are held by JHH Capital, LLC.

5. These restricted stock units become fully vested in the event of a Change in Control as defined in the 2011 Plan and pursuant to the Merger Agreement, immediately prior to the effective time, were cancelled in exchange for a cash payment equal to the Offer Price, without any interest and subject to any tax withholding.

6. These options vest annually over 5 years in equal installments starting 1/16/2015. These options become fully vested in the event of a Change in Control as defined in the 2011 Plan and pursuant to the Merger Agreement, immediately prior to the effective time, were cancelled in exchange for a cash payment equal to the Offer Price net of the exercise price, without any interest and subject to any tax withholding.

7. These options vest annually over 5 years in equal installments starting 2/13/2014. These options become fully vested in the event of a Change in Control as defined in the 2011 Plan and pursuant to the Merger Agreement, immediately prior to the effective time, were cancelled in exchange for a cash payment equal to the Offer Price net of the exercise price, without any interest and subject to any tax withholding.

8. These options fully vested August 15, 2014. Pursuant to the Merger Agreement, immediately prior to the effective time, were cancelled in exchange for a cash payment equal to the Offer Price net of the exercise price, without any interest and subject to any tax withholding.

9. These options have an exercise price that exceeds the Offer Price and pursuant to the Merger Agreement, immediately prior to the effective time these options were cancelled for no consideration.

	/s/ Jeffrey J. Horowitz	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.