4//SEC Filing
Vitacost.com, Inc. 4
Accession 0001437749-14-015830
CIK 0001401688operating
Filed
Aug 18, 8:00 PM ET
Accepted
Aug 19, 4:33 PM ET
Size
23.2 KB
Accession
0001437749-14-015830
Insider Transaction Report
Form 4
Horowitz Jeffrey
Director
Transactions
- Disposition from Tender
Common Stock
2014-08-18$8.00/sh−2,365,881$18,927,048→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option
2014-08-18$4.25/sh−582,750$2,476,688→ 0 totalExercise: $3.75→ Common Stock (582,750 underlying) - Disposition from Tender
Common Stock
2014-08-18$8.00/sh−300,000$2,400,000→ 0 total - Disposition to Issuer
Restricted Stock Units
2014-08-18−48,200→ 0 totalExercise: $0.00Exp: 2024-02-03→ Common Stock (48,200 underlying) - Disposition to Issuer
Stock Option
2014-08-18$0.85/sh−172,500$146,625→ 0 totalExercise: $7.15Exp: 2023-02-12→ Common Stock (172,500 underlying) - Disposition to Issuer
Stock Option
2014-08-18$3.67/sh−367,250$1,347,808→ 0 totalExercise: $4.33→ Common Stock (367,250 underlying) - Other
Stock Option
2014-08-18−50,000→ 0 totalExercise: $8.91→ Common Stock (50,000 underlying) - Disposition from Tender
Warrant
2014-08-18$0.96/sh+776,286$745,235→ 0 total(indirect: See footnote)Exercise: $7.04→ Common Stock (93,154 underlying) - Disposition to Issuer
Stock Option
2014-08-18$2.04/sh−400,000$816,000→ 0 totalExercise: $5.96Exp: 2024-01-16→ Common Stock (400,000 underlying)
Footnotes (9)
- [F1]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").
- [F2]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).
- [F3]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.
- [F4]The shares of common stock received from the exercise of the Warrant are held by JHH Capital, LLC.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
Vitacost.com, Inc.
CIK 0001401688
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001401688
Filing Metadata
- Form type
- 4
- Filed
- Aug 18, 8:00 PM ET
- Accepted
- Aug 19, 4:33 PM ET
- Size
- 23.2 KB