KROGER CO — Director's Dealing 2014

Jul 10, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Vitacost.com, Inc. (VITC)
CIK: 0001401688
Period of Report: 2014-07-01

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.00001 per share	0	Indirect

Footnotes

F1: The Kroger Co. ("Kroger") and its direct wholly owned subsidiary, Vigor Acquisition Corp. ("Acquisition Sub"), entered into an Agreement and Plan of Merger, dated as of July 1, 2014 (the "Merger Agreement"), with Vitacost.com, Inc. ("Vitacost"), pursuant to which Acquisition Sub will commence a tender offer (the "Offer") to purchase all of the issued and outstanding shares of Common Stock, par value $0.00001 per share, of Vitacost (the "Shares"), at a price per share of $8.00 in cash, without interest. Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Acquisition Sub will be merged with and into Vitacost (the "Merger"). (Continued in Footnote 2)

F2: In connection with the Merger Agreement, Kroger and Acquisition Sub entered into tender and support agreements, dated as of July 1, 2014 (the "Tender and Support Agreements"), with Great Hill Equity Partners III, L.P., Great Hill Equity Partners IV, L.P., Great Hill Investors, LLC, Jeffrey Horowitz and JHH Capital, LLC, who agreed, subject to certain limited specified exceptions, to tender into the offer, and not withdraw, all Shares owned of record or beneficially owned or acquired by them after such date (the "Subject Shares"), to vote the Subject Shares in favor of the Merger and vote against alternative acquisition proposals to the Merger and to refrain from disposing of the Subject Shares. (Continued in Footnote 3)

F3: As of the date hereof, the Subject Shares include (i) 2,022,500 Shares beneficially owned by Jeffrey Horowitz, (ii) 3,049,013 Shares beneficially owned by JHH Capital, LLC; (iii) 19,489 Shares beneficially owned by Great Hill Investors, LLC; (iv) 4,398,828 Shares beneficially owned by Great Hill Equity Partners III, L.P.; and (v) 2,306,497 Shares beneficially owned by Great Hill Equity Partners IV, L.P.

F4: As Acquisition Sub is a direct wholly owned subsidiary of Kroger, and because Kroger and Acquisition Sub executed the Tender and Support Agreements, each of Kroger and Acquisition Sub (the "Reporting Persons") may be deemed to have acquired beneficial ownership over the Subject Shares for the purpose of determining its status as a ten percent holder thereof. However, as none of the Reporting Persons have any pecuniary interest in the Subject Shares, beneficial ownership over the Subject Shares is expressly disclaimed for reporting purposes.