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