XNAS:VITC Insider Activity 4 Filing - 2/16/2012

Effective Date 2/16/2012

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GREAT HILL INVESTORS LLC
  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)
(Last)
(First)
(Middle)
ONE LIBERTY SQUARE, 
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2012
(Street)

BOSTON, MA 02109
4. If Amendment, Date 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
(City)
(State)
(Zip)
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, $0.00001 par value per share               18,550(1)(2) D  
Common Stock, $0.00001 par value per share               4,161,898(1)(3) I See Footnotes
Common Stock, $0.00001 par value per share               2,182,265(1)(4) I See Footnotes

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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 02/16/2012   (5) A   939     (5)   (5) Common Stock 939 (5) 939 D  
Warrant to Purchase Common Stock $7.04 02/16/2012   (6) A   210,689     (6)   (6) Common Stock 210,689 (6) 210,689 I See Footnote(7)
Warrant to Purchase Common Stock $7.04 02/16/2012   (8) A   110,473     (8)   (8) Common Stock 110,473 (8) 110,473 I See Footnote(9)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GREAT HILL INVESTORS LLC
ONE LIBERTY SQUARE
BOSTON, MA 02109
    X    
GAFFNEY CHRISTOPHER S
C/O VITACOST.COM, INC.
5400 BROKEN SOUND BLVD., NW #500
BOCA RATON, FL 33487
  X      
HAYES JOHN G
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE
BOSTON, MA 02109
    X    
Great Hill Equity Partners III LP
ONE LIBERTY SQUARE
BOSTON, MA 02109
    X    
Great Hill Partners GP III, L.P.
ONE LIBERTY SQUARE
BOSTON, MA 02109
    X    
GHP III, LLC
ONE LIBERTY SQUARE
BOSTON, MA 02109
    X    
GREAT HILL EQUITY PARTNERS IV LP
ONE LIBERTY SQUARE
BOSTON, MA 02109
    X    
Great Hill Partners GP IV, L.P.
ONE LIBERTY SQUARE
BOSTON, MA 02109
    X    
GHP IV, LLC
ONE LIBERTY SQUARE
BOSTON, MA 02109
    X    
Vettel Matthew T
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE
BOSTON, MA 02109
    X    

Signatures

 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Investors, LLC   02/21/2012
** Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact for Christopher S. Gaffney   02/21/2012
** Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact for John G. Hayes   02/21/2012
** Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners III, LP   02/21/2012
** Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP III, L.P.   02/21/2012
** Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact of GHP III, LLC   02/21/2012
** Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners IV, L.P.   02/21/2012
** Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP IV, L.P.   02/21/2012
** Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact of GHP IV, LLC   02/21/2012
** Signature of Reporting Person Date

 /s/ Laurie T. Gerber, as attorney-in-fact for Matthew T. Vettel   02/21/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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", together with GHI, GHEPIIIGP, GHEP III, GHPIII, GHEPIVGP and GHEP IV, the "Reporting Entities"), John G. Hayes ("Hayes"), Chirstopher S. Gaffney ("Gaffney") and Matthew T. Vettel ("Vettel", together with Hayes and Gaffney, the "Reporting Persons"). The Reporting Entities and the Reporting Persons may be deemed to be part of a group for reporting purposes.
(2) These shares are directly held by GHI. Vettel, Gaffney and Hayes are managers of GHI and, as such, may be deemed to indirectly beneficially own the common stock beneficially owned by GHI. Each of Vettel, Gaffney and Hayes disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
(3) These shares are directly held by GHEP III. GHEPIIIGP is the sole general partner of GHEP III and GHPIII is the sole general partner of GHEPIIIGP. Gaffney, Hayes and Vettel are managers of GHPIII and as such, together with GHEPIIIGP and GHPIII, may be deemed to indirectly beneficially own the common stock beneficially owned by GHEP III. Each of Gaffney, Hayes, Vettel, GHEPIIIGP and GHPIII disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
(4) These shares are directly held by GHEP IV. GHEPIVGP is the sole general partner of GHEP IV and GHPIV is the sole general partner of GHEPIVGP. Gaffney, Hayes and Vettel are managers of GHPIV and as such, together with GHEPIVGP and GHPIV, may be deemed to indirectly beneficially own the common stock beneficially owned by GHEP IV. Each of Gaffney, Hayes, Vettel, GHEPIVGP and GHPIV disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
(5) The Reporting Person holds 939 warrants to purchase shares of Common Stock at an exercise price of $7.04, which are immediately exercisable and may be exercised until the earlier of February 16, 2016 and the occurrence of a change of control transaction (as defined in the Warrant Agreement), however the Reporting Person may not exercise the warrants (i) prior to April 1, 2013 if the exercise of the warrants will increase the proportionate share of the outstanding Common Stock beneficially owned by it or by GHI, GHEPIII and GHEPIV, collectively, above 19.16% and (ii) after April 1, 2013, if the exercise of the warrants would result in it or GHI, GHEPIII and GHEPIV, collectively, owning more than 19.9% of the outstanding Common Stock.
(6) The Reporting Person holds 210,689 warrants to purchase shares of Common Stock at an exercise price of $7.04, which are immediately exercisable and may be exercised until the earlier of February 16, 2016 and the occurrence of a change of control transaction (as defined in the Warrant Agreement), however the Reporting Person may not exercise the warrants (i) prior to April 1, 2013 if the exercise of the warrants will increase the proportionate share of the outstanding Common Stock beneficially owned by it or by GHI, GHEPIII and GHEPIV, collectively, above 19.16% and (ii) after April 1, 2013, if the exercise of the warrants would result in it or GHI, GHEPIII and GHEPIV, collectively, owning more than 19.9% of the outstanding Common Stock.
(7) These warrants are directly held by GHEP III. GHEPIIIGP is the sole general partner of GHEPIII and GHPIII is the sole general partner of GHEPIIIGP. Gaffney, Hayes and Vettel are managers of GHPIII and as such, together with GHEPIIIGP and GHPIII, may be deemed to indirectly beneficially own the common stock beneficially owned by GHEP III. Each of Gaffney, Hayes and Vettel, GHEPIIIGP and GHPIII disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
(8) The Reporting Person holds 110,473 warrants to purchase shares of Common Stock at an exercise price of $7.04, which are immediately exercisable and may be exercised until the earlier of February 16, 2016 and the occurrence of a change of control transaction (as defined in the Warrant Agreement), however the Reporting Person may not exercise the warrants (i) prior to April 1, 2013 if the exercise of the warrants will increase the proportionate share of the outstanding Common Stock beneficially owned by it or by GHI, GHEPIII and GHEPIV, collectively, above 19.16% and (ii) after April 1, 2013, if the exercise of the warrants would result in it or GHI, GHEPIII and GHEPIV, collectively, owning more than 19.9% of the outstanding Common Stock.
(9) These warrants are directly held by GHEP IV. GHEPIVGP is the sole general partner of GHEPIV and GHPIV is the sole general partner of GHEPIVGP. Gaffney, Hayes and Vettel are managers of GHPIV and as such, together with GHEPIVGP and GHPIV, may be deemed to indirectly beneficially own the common stock beneficially owned by GHEP IV. Each of Gaffney, Hayes and Vettel, GHEPIVGP and GHPIV disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

XNAS:VITC Insider Activity 4 Filling

XNAS:VITC Stock - Get Insider Activity SEC Filing of XNAS:VITC stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XNAS:VITC Insider Activity 4 Filing - 2/16/2012
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