0001437749-14-015830.txt : 20140819
0001437749-14-015830.hdr.sgml : 20140819
20140819163311
ACCESSION NUMBER: 0001437749-14-015830
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140818
FILED AS OF DATE: 20140819
DATE AS OF CHANGE: 20140819
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Vitacost.com, Inc.
CENTRAL INDEX KEY: 0001401688
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
IRS NUMBER: 371333024
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5400 BROKEN SOUND BLVD NW
STREET 2: SUITE 500
CITY: BOCA RATON
STATE: FL
ZIP: 33487-3521
BUSINESS PHONE: (561) 982-4180
MAIL ADDRESS:
STREET 1: 5400 BROKEN SOUND BLVD NW
STREET 2: SUITE 500
CITY: BOCA RATON
STATE: FL
ZIP: 33487-3521
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Horowitz Jeffrey
CENTRAL INDEX KEY: 0001485082
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34468
FILM NUMBER: 141052451
MAIL ADDRESS:
STREET 1: C/O VITACOST.COM, INC.
STREET 2: 5400 BROKEN SOUND BLVD. NW, SUITE 500
CITY: BOCA RATON
STATE: FL
ZIP: 33487
4
1
rdgdoc.xml
FORM 4
X0306
4
2014-08-18
1
0001401688
Vitacost.com, Inc.
VITC
0001485082
Horowitz Jeffrey
5400 BROKEN SOUND BLVD NW, STE 500
BOCA RATON
FL
33487-3521
1
1
Chief Executive Officer
Common Stock
2014-08-18
4
U
0
300000
8
D
0
D
Common Stock
2014-08-18
4
U
0
2365881
8
D
0
I
See footnote
Warrant
7.04
2014-08-18
4
U
0
776286
0.96
A
Common Stock
93154
0
I
See footnote
Restricted Stock Units
0
2014-08-18
4
D
0
48200
0
D
2024-02-03
Common Stock
48200
0
D
Stock Option
5.96
2014-08-18
4
D
0
400000
2.04
D
2024-01-16
Common Stock
400000
0
D
Stock Option
7.15
2014-08-18
4
D
0
172500
0.85
D
2023-02-12
Common Stock
172500
0
D
Stock Option
4.33
2014-08-18
4
D
0
367250
3.67
D
Common Stock
367250
0
D
Stock Option
3.75
2014-08-18
4
D
0
582750
4.25
D
Common Stock
582750
0
D
Stock Option
8.91
2014-08-18
4
J
0
50000
0
D
Common Stock
50000
0
D
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").
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).
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.
The shares of common stock received from the exercise of the Warrant are held by JHH Capital, LLC.
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.
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.
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.
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.
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
2014-08-19