KROGER CO — Director's Dealing 2014

Aug 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vitacost.com, Inc. (VITC)
CIK: 0001401688
Period of Report: 2014-08-18

Reporting Person: KROGER CO (10% Owner)
Reporting Person: Vigor Acquisition Corp (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-18	Common Stock, par value $0.00001 per share	P	30678665	$8.00	Acquired	30678665	Indirect
2014-08-18	Common Stock, par value $0.00001 per share	P	3749701	$8.00	Acquired	1000	Indirect

Footnotes

F1: This form is a joint filing by The Kroger Co. ("Kroger") and Vigor Acquisition Corp., a direct wholly owned subsidiary of Kroger ("Acquisition Corp.").

F2: Shares of Common Stock, par value $0.00001 per share (the "Shares"), of Vitacost.com, Inc. ("Vitacost") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of July 1, 2014 (the "Merger Agreement"), by and among Kroger, Acquisition Corp. and Vitacost (such tender offer, the "Offer").

F3: Shares were held by Acquisition Corp. As Acquisition Corp. is a direct wholly owned subsidiary of Kroger, Kroger may be deemed to have acquired indirect beneficial ownership of the Shares.

F4: Reflects all of the outstanding shares of Vitacost not tendered in the Offer, which may be deemed to have been acquired by Kroger and Acquisition Corp. pursuant to the consummation of the Merger (as defined below).

F5: Acquisition Corp. was merged with and into Vitacost, with Vitacost surviving the Merger as a direct wholly owned subsidiary of Kroger pursuant to a "back-end merger" under Delaware law (the "Merger"). At the effective time of the Merger, all of Vitacost's previously outstanding stock held by the registrants was canceled. Prior to the Merger, Kroger directly held 1,000 shares of Acquisition Corp., which represented all of the issued and outstanding capital stock of Acquisition Corp. At the effective time of the Merger, each share of Acquisition Corp. was converted into a share of the surviving company's stock.